Common use of The Advances Clause in Contracts

The Advances. (a) During the Reinvestment Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under this Agreement pursuant to a Funding Notice; provided, however, that no Lender shall be obligated to make any Advance on or after the date that is two (2) 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. (b) 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 reasonable discretion of any such Lender, a Default or Event of Default would be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. (c) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 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.

The Advances. (a) During the Reinvestment PeriodEach Lender severally agrees, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under this Agreement pursuant to a Funding Notice; provided, however, that no Lender shall be obligated to make any Advance on or after the date that is two (2) 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. (b) Following the receipt of a Funding Notice during the Reinvestment Period and subject to the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount (based in respect of any Advances denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Borrowing) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or, if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth for such Lender in such Assumption Agreement or, if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 (such Lender’s “Commitment”); provided that the Lenders shall fund such Advance. Notwithstanding anything to the contrary herein, no Lender shall not be obligated to to, and shall not, make any Advance if, Advances as part of a Borrowing if after giving effect to such Advance and Borrowing the addition sum of the then-outstanding aggregate amount of all Borrowings shall exceed the aggregate amount of the Commitments then in effect. Each Borrowing shall be in an aggregate amount of $5,000,000, £5,000,000, €5,000,000 or ¥500,000,000, as applicable, or an integral multiple of $1,000,000, £1,000,000, €1,000,000 or ¥100,000,000, as applicable, in excess thereof, except that any Borrowing may be in an amount equal to the Collateral remaining unused amount of the Eligible Loans to be acquired Commitments or the Equivalent thereof in a Committed Currency. Each Borrowing shall consist of Advances of the same Type made on the same day by the Borrower with Lenders ratably according to their respective Commitments. Within the proceeds limits of such Advance, (i) in the reasonable discretion of any such each Lender, a Default or Event of Default would be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. (c) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 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’s Commitment, the Collateral AgentBorrower from time to time may borrow under this Section 2.01, the Collateral Manager prepay pursuant to Section 2.10 and the Borrower a Transferee Letter and a Joinder Supplementreborrow under this Section 2.01.

The Advances. (a) During the Reinvestment PeriodEach Lender severally agrees, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under this Agreement pursuant to a Funding Notice; provided, however, that no Lender shall be obligated to make any Advance on or after the date that is two (2) 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. (b) Following the receipt of a Funding Notice during the Reinvestment Period and subject to the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day occurring on or after the Funds Availability Date and on or before the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender's name on Schedule I hereto or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Agent pursuant to Section 8.07(d), as such amount may be reduced pursuant to Section 2.04, 5.01(b)(ii) or 5.01(i) (such Lender's "Commitment"). Each Borrowing shall be in an aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitments. The Borrower may make more than one Borrowing on the same day. Within the limits of each Lender's Commitment, the Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.09 and reborrow under this Section 2.01. (b) For any Lender which is a Designating Lender, any Advance to be made by such Lender may from time to time be made by its Designated Lender in such Designated Lender's sole discretion, and nothing herein shall fund such Advance. Notwithstanding anything to the contrary herein, no Lender shall be obligated constitute a commitment to make Advances by such Designated Lender; provided that, if any Advance ifDesignated Lender elects not to, 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 or fails to, make any such Advance, (i) in its Designating Lender hereby agrees that it shall make such Advance pursuant to the reasonable discretion terms hereof. Any Advance actually funded by a Designated Lender shall constitute a utilization of any such Lender, a Default or Event of Default would be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. (c) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 12.16 as Lenders and increase the Commitments hereunder; provided that the Commitment of any the Designating 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 Supplementfor all purposes hereunder.

The Advances. (a) During the Reinvestment Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under this Agreement pursuant to a Funding Notice; provided, however, that no Lender shall be obligated to make any Advance on or after the date that is two (2) 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. (b) 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 reasonable discretion of any such Lender, a Default or Event of Default would be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. (c) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 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.

The Advances. (a) During the Reinvestment PeriodEach Lender severally agrees, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under this Agreement pursuant to a Funding Notice; provided, however, that no Lender shall be obligated to make any Advance on or after the date that is two (2) 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. (b) Following the receipt of a Funding Notice during the Reinvestment Period and subject to the terms and conditions hereinafter set forth, to make advances (each, a “Revolving Advance” and collectively, the Lenders shall fund such Advance. Notwithstanding anything “Revolving Advances”) to the contrary hereinBorrower from time to time, during the period from and including the date hereof, to and up to, but excluding, the Termination Date, in an aggregate outstanding amount not to exceed at any time such Lender’s Available Commitment, provided that no Lender Borrowing of Revolving Advances shall be obligated to make any Advance made if, immediately after giving effect thereto (and to any concurrent repayment of Swingline Advances with proceeds of Revolving Advances made pursuant to such Advance Borrowing), the Outstanding Credits would exceed the Commitments. Each Borrowing shall be in an aggregate amount not less than $5,000,000 (or, if lower, the amount of the Aggregate Available Commitment) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the addition same Type made on the same day by the Lenders ratably according to their respective Percentages. Within the limits of each Lender’s Commitment and as hereinabove and hereinafter provided, the Borrower may request Borrowings hereunder, and repay or prepay Revolving Advances pursuant to Section 2.12 and utilize the resulting increase in the Aggregate Available Commitment for further Extensions of Credit in accordance with the terms hereof. (b) The Swingline Lender agrees, on the terms and conditions hereinafter set forth, to make advances (each, a “Swingline Advance,” and collectively, the “Swingline Advances”) to the Collateral Borrower, during the period from and including the date hereof, to and up to, but excluding, the Swingline Termination Date (or, if earlier, the Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Advances may be made even if the aggregate principal amount of Swingline Advances outstanding at any time, when added to the aggregate principal amount of the Eligible Loans to be acquired Revolving Advances made by the Swingline Lender in its capacity as a Lender outstanding at such time and its LC Outstandings at such time, would exceed the Swingline Lender’s own Commitment at such time, but provided that no Borrowing of Swingline Advances shall be made if, immediately after giving effect thereto, the Outstanding Credits would exceed the Aggregate Commitment at such time. Subject to and on the terms and conditions of this Agreement, the Borrower with may borrow, repay (including by means of a Borrowing of Revolving Advances pursuant to Section 2.2(d)) and reborrow Swingline Advances. (c) Subject to and upon the proceeds terms and conditions set forth herein, the Borrower may, by notice to the Agent, which shall promptly notify the Lenders, not less than fifteen (15) Business Days prior to the Termination Date, convert all Revolving Advances outstanding as of such Advancethe close of business on the Termination Date into Term Loans (the “Term-Out Option”), (i) in the reasonable discretion of any such Lender, a provided that no Unmatured Default or Event of Default would be expected has occurred and is continuing, both immediately before and after giving effect to result therefrom or the conversion of such Revolving Advances. The Term Loans of each Lender (i) shall, unless otherwise specifically provided herein, consist of Term Loans of the same Type, and (ii) shall not exceed in initial principal amount for such Lender an amount which equals the aggregate total principal amount of Revolving Advances Outstanding would exceed the Borrowing Base. (c) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 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 owed to such Lender and outstanding as of the Administrative Agentclose of business on the Termination Date. Each additional Lender shall become a party hereto by executing and delivering to the Administrative AgentOnce repaid, the Collateral Agent, the Collateral Manager and the Borrower a Transferee Letter and a Joinder SupplementTerm Loans may not be reborrowed.

The Advances. (a) During the Reinvestment PeriodEach Lender severally agrees, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under this Agreement pursuant to a Funding Notice; provided, however, that no Lender shall be obligated to make any Advance on or after the date that is two (2) 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. (b) Following the receipt of a Funding Notice during the Reinvestment Period and subject to the terms and conditions hereinafter set forth, to make advances (each, a “Revolving Advance” and collectively, the “Revolving Advances”) to the Borrower from time to time, during the period from and including the date hereof, to and up to, but excluding, the Termination Date, in an aggregate outstanding amount not to exceed at any time such Lender’s Available Commitment, provided that no Borrowing of Revolving Advances shall be made if, immediately after giving effect thereto (and to any concurrent repayment of Swingline Advances with proceeds of Revolving Advances made pursuant to such Borrowing), the Outstanding Credits would exceed the Commitments as reduced by an amount equal to the difference of (A) the Commitment of any Defaulting Lender minus (B) the principal amount of such Defaulting Lenders’ outstanding funded Outstanding Credits. Each Borrowing shall be in an aggregate amount not less than $5,000,000 (or, if lower, the amount of the Aggregate Available Commitment) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders shall fund such ratably according to their respective Percentages. Within the limits of each Lender’s Commitment and as hereinabove and hereinafter provided, the Borrower may request Borrowings hereunder, and repay or prepay Revolving Advances pursuant to Section 2.12 and utilize the resulting increase in the Aggregate Available Commitment for further Extensions of Credit in accordance with the terms hereof. (b) The Swingline Lender agrees, on the terms and conditions hereinafter set forth, to make advances (each, a “Swingline Advance. Notwithstanding anything ,” and collectively, the “Swingline Advances”) to the contrary hereinBorrower, during the period from and including the date hereof, to and up to, but excluding, the Swingline Termination Date (or, if earlier, the Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Advances may be made even if the aggregate principal amount of Swingline Advances outstanding at any time, when added to the aggregate principal amount of the Revolving Advances made by the Swingline Lender in its capacity as a Lender outstanding at such time and its Percentage of the LC Outstandings at such time, would exceed the Swingline Lender’s own Commitment at such time, but provided that no Lender Borrowing of Swingline Advances shall be obligated to make any Advance made if, (i) immediately after giving effect thereto, the Outstanding Credits would exceed the Aggregate Commitment at such time (as reduced by an amount equal to the difference of (A) the Commitment of any Defaulting Lender minus (B) the principal amount of such Defaulting Lenders’ funded Outstanding Credits) or (ii) any Lender is at such time a Designated Lender hereunder, unless the Swingline Lender has entered into satisfactory arrangements, including, without limitation, the posting of Cash Collateral, with the Borrower or such Lender to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to such Advance and the addition Section 2.21(a)(iv)) risk with respect to the Collateral of the Eligible Loans to be acquired by the Borrower with the proceeds of such Advance, (i) in the reasonable discretion of any such Lender, a Default or Event of Default would be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. (c) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 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.

The Advances. (a) During the Reinvestment PeriodEach Lender severally agrees, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under this Agreement pursuant to a Funding Notice; provided, however, that no Lender shall be obligated to make any Advance on or after the date that is two (2) 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. (b) Following the receipt of a Funding Notice during the Reinvestment Period and subject to the terms and conditions hereinafter set forth, to make advances (each, a “Revolving Advance” and collectively, the Lenders shall fund such Advance. Notwithstanding anything “Revolving Advances”) to the contrary hereinBorrower from time to time, during the period from and including the date hereof, to and up to, but excluding, the Termination Date, in an aggregate outstanding amount not to exceed at any time such Lender’s Available Commitment, provided that no Lender Borrowing of Revolving Advances shall be obligated to make any Advance made if, immediately after giving effect thereto (and to any concurrent repayment of Swingline Advances with proceeds of Revolving Advances made pursuant to such Advance Borrowing), the Outstanding Credits would exceed the Commitments. Each Borrowing shall be in an aggregate amount not less than $5,000,000 (or, if lower, the amount of the Aggregate Available Commitment) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the addition same Type made on the same day by the Lenders ratably according to their respective Percentages. Within the limits of each Lender’s Commitment and as hereinabove and hereinafter provided, the Borrower may request Borrowings hereunder, and repay or prepay Revolving Advances pursuant to Section 2.12 and utilize the resulting increase in the Aggregate Available Commitment for further Extensions of Credit in accordance with the terms hereof. (b) The Swingline Lender agrees, on the terms and conditions hereinafter set forth, to make advances (each, a “Swingline Advance,” and collectively, the “Swingline Advances”) to the Collateral Borrower, during the period from and including the date hereof, to and up to, but excluding, the Swingline Termination Date (or, if earlier, the Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Advances may be made even if the aggregate principal amount of Swingline Advances outstanding at any time, when added to the aggregate principal amount of the Eligible Loans to be acquired Revolving Advances made by the Swingline Lender in its capacity as a Lender outstanding at such time and its LC Outstandingsat such time, would exceed the Swingline Lender’s own Commitment at such time, but provided that no Borrowing of Swingline Advances shall be made if, immediately after giving effect thereto, the Outstanding Credits would exceed the Aggregate Commitment at such time. Subject to and on the terms and conditions of this Agreement, the Borrower with may borrow, repay (including by means of a Borrowing of Revolving Advances pursuant to Section 2.2(d)) and reborrow Swingline Advances. (c) Subject to and upon the proceeds terms and conditions set forth herein, the Borrower may, by notice to the Agent, which shall promptly notify the Lenders, not less than fifteen (15) Business Days prior to the Termination Date, convert all Revolving Advances outstanding as of such Advancethe close of business on the Termination Date into Term Loans (the “Term-Out Option”), (i) in the reasonable discretion of any such Lender, a provided that no Unmatured Default or Event of Default would be expected has occurred and is continuing, both immediately before and after giving effect to result therefrom or the conversion of such Revolving Advances. The Term Loans of each Lender (i) shall, unless otherwise specifically provided herein, consist of Term Loans of the same Type, and (ii) shall not exceed in initial principal amount for such Lender an amount which equals the aggregate total principal amount of Revolving Advances Outstanding would exceed the Borrowing Base. (c) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 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 owed to such Lender and outstanding as of the Administrative Agentclose of business on the Termination Date. Each additional Lender shall become a party hereto by executing and delivering to the Administrative AgentOnce repaid, the Collateral Agent, the Collateral Manager and the Borrower a Transferee Letter and a Joinder SupplementTerm Loans may not be reborrowed.

The Advances. (a) During the Reinvestment Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under this Agreement pursuant to a Funding Notice; provided, however, that no Lender shall be obligated to make any Advance on or after the date that is two (2) Business Days prior Subject to the Reinvestment Period End Dateterms and conditions set forth in this Agreement, unless the Borrower has entered into a binding commitment to purchase an Eligible each Term 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. (b) Following the receipt of a Funding Notice during the Reinvestment Period and subject to Lender severally agrees, on the terms and conditions hereinafter set forth, the Lenders shall fund such to make advances (each, a “Term Loan Advance. Notwithstanding anything ”) to the contrary herein, no Lender shall be obligated Borrower from time to make any Advance if, time up to a maximum of one (1) advance on the Closing Date (after giving effect to such Advance any advances outstanding under the Original Credit Agreement) and three (3) times thereafter during the addition to period beginning on the Collateral of day after the Eligible Loans to be acquired Closing Date and ending on May 16, 2018 (the “Term Loan Commitment Period”), upon notice by the Borrower to the Administrative Agent given in accordance with Section 2.02(a), such sums as are requested by the proceeds of such AdvanceBorrower for the purposes set forth in Section 2.14, in an amount (i) following the Closing Date of an integral multiple of $25,000,000 (or if the remaining unadvanced portion of the Term Loan Commitment is less than $25,000,000, Borrower shall be permitted to make a single draw in the reasonable discretion amount of any such Lenderthe remaining unadvanced portion of the Commitment in order to fully fund the Facility), a Default or Event of Default would be expected to result therefrom or and (ii) up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Lender’s Term Loan Commitment; provided, however, that all Term Loan Borrowings shall be subject to the aggregate satisfaction of the conditions precedent set forth in Section 3.02. The Term Loan Advance on the Closing Date shall not be less than $140,000,000.00. Such additional advances made in accordance with this Section 2.01(a) after the Closing Date is each a “Delayed Draw” and are collectively referred to herein as the “Delayed Draws.” Any amount of the Term Loan Commitment that is not drawn by Borrower on or before the expiration of the Term Loan Commitment Period will not be available to be drawn by the Borrower thereafter, and any undrawn portion of the Term Loan Commitment shall terminate, provided however, that any expiration of the Term Loan Commitment shall not abrogate Borrower’s right to request a Commitment Increase as set forth in Section 2.17 hereunder. (b) Each Borrowing shall consist of Term Loan Advances Outstanding would exceed made simultaneously by the Borrowing BaseTerm Loan Lenders ratably according to their Term Loan Commitments. The Borrower may prepay Term Loan Advances pursuant to Section 2.06(a). The Borrower shall not have the right to reborrow any portion of the Term Loan that is repaid or prepaid, provided that such prepayment shall not limit the terms of Section 2.17. (c) The Borrower mayBy delivery of this Agreement and any Note, with the written consent there shall not be deemed to have occurred, and there has not otherwise occurred, any payment, satisfaction or novation of the Administrative AgentIndebtedness evidenced by the Original Credit Agreement or the “Notes” described in the Original Credit Agreement, add additional Persons who satisfy which Indebtedness under the requirements set forth Original Credit Agreement and such Notes is instead allocated among the Lenders as of the date hereof ratably in Section 12.16 accordance with their respective Term Loan Commitments, and such Indebtedness is evidenced by this Agreement and any Notes. Lenders shall as Lenders and increase of the Commitments hereunder; provided that date hereof make such adjustments to the Commitment of any Lender may only be increased with the prior written consent outstanding Term Loans of such Lender and Lenders so that such outstanding Term Loans are consistent with their ratable share of 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 SupplementTerm Loan Commitment.

The Advances. (a) During the Reinvestment Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under this Agreement pursuant to a Funding Notice; provided, however, that no Lender shall be obligated to make any Advance on or after the date that is two (2) 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. (b) Following the receipt of a Funding Notice during the Reinvestment Period and subject to On the terms and conditions hereinafter set forth, from time to time from the Closing Date until the end of the Reinvestment Period, the Borrower may request that the Lenders shall fund such make advances for the purpose of financing Eligible Loan Assets (each, an “Advance. Notwithstanding anything ”), secured by the Collateral Portfolio, (x) to the contrary hereinBorrower for the purpose of purchasing Eligible Loan Assets or (y) to the Unfunded Exposure Account in an amount up to the Aggregate Unfunded Exposure Amount. Other than pursuant to Section 2.02(f), under no circumstances shall any Lender shall be obligated required to make any Advance if, if after giving effect to such Advance and the addition to the Collateral Portfolio of the Eligible Loans to be Loan Assets being acquired by the Borrower with using the proceeds of such Advance, (i) in the reasonable discretion of any such Lender, a Default or an Event of Default has occurred (and has not been waived), or would be expected to result therefrom, or an Unmatured Event of Default exists or would result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. Notwithstanding anything to the contrary herein, no Lender shall be obligated to provide the Borrower (or to the Unfunded Exposure Account, if applicable) with aggregate funds in connection with an Advance that would exceed such ▇▇▇▇▇▇’s unused Commitment then in effect. (cb) The Each of the Lenders and the Borrower hereby represents and warrants that they intend the Advances made hereunder to constitute “loans” and not “securities” for purposes of Section 8-102(15) of the UCC. (i) So long as no Event of Default has occurred (and has not been waived), or would result therefrom, or an Unmatured Event of Default exists or would result therefrom, the Borrower may, with at any time after the written consent first anniversary of the Closing Date, make a request to the Administrative Agent and the Lenders to extend the date set forth in clause (i) of the definition of “Reinvestment Period” for a period of one year (or such shorter period as determined by the Servicer and mutually agreed to by the Administrative Agent, add additional Persons who satisfy each of the requirements set forth Lenders, the Borrower and the Servicer) (such extension, the “Reinvestment Period Extension”). The effectiveness of the Reinvestment Period Extension shall be conditioned, if applicable, upon the payment to the Administrative Agent (for the benefit of the Lenders that agree to the Reinvestment Period Extension), in Section 12.16 as Lenders and increase the Commitments hereunder; provided that the Commitment immediately available funds in United States dollars, of any Lender may only be increased with the prior written consent of such Lender and extension fee requested by the Administrative AgentAgent and mutually agreed to by the Borrower and upon the satisfaction of any conditions precedent thereto. Each additional Lender shall become a party hereto by executing and delivering to For the avoidance of doubt, the Borrower agrees that any of the Lenders or the Administrative Agent, in their sole and absolute discretion, without regard to the Collateral value or performance of the Loan Assets or any other factor, may elect not to extend the date set forth in clause (i) of the definition of “Reinvestment Period”. (ii) So long as no Event of Default has occurred (and has not been waived), or would result therefrom, or an Unmatured Event of Default exists or would result therefrom, the Borrower may, at any time after the first anniversary of the Closing Date, make a request to the Administrative Agent and the Lenders to extend the date set forth in the definition of “Stated Maturity Date” for a period of one year (or such shorter period as determined by the Servicer and mutually agreed to by the Administrative Agent, each of the Collateral Manager Lenders, the Borrower and the Servicer) (such extension, the “Stated Maturity Date Extension”). The effectiveness of the Stated Maturity Date Extension shall be conditioned, if applicable, upon the payment to the Administrative Agent (for the benefit of the Lenders that agree to the Stated Maturity Date Extension), in immediately available funds in United States dollars, of any extension fee requested by the Administrative Agent and agreed to by the Borrower a Transferee Letter and a Joinder Supplementupon the satisfaction of any conditions precedent thereto. For the avoidance of doubt, the Borrower agrees that any of the Lenders or the Administrative Agent, in their sole and absolute discretion, without regard to the value or performance of the Loan Assets or any other factor, may elect not to extend the date set forth in the definition of “Stated Maturity Date”.

The Advances. (a) During the Reinvestment Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under this Agreement pursuant to a Funding Notice; provided, however, that no Lender shall be obligated to make any Advance on or after the date that is two (2) 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. (b) 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 reasonable 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 a Borrowing Base Deficiency would exceed the Borrowing Baseoccur. (c) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 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.

The Advances. (a) During the Reinvestment Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under this Agreement pursuant to a Funding Notice; provided, however, that no Lender shall be obligated to make any Advance on or after the date that is two (2) 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. (b) Following the receipt of a Funding Notice during the Reinvestment Period and subject to On the terms and conditions hereinafter set forth, from time to time from the Closing Date until the end of the Reinvestment Period, the Borrower may request that the Lenders shall fund such make advances for the purpose of financing Eligible Loan Assets (each, an “Advance. Notwithstanding anything ”), secured by the Collateral Portfolio, (x) to the contrary hereinBorrower for the purpose of purchasing Eligible Loan Assets or (y) to the Unfunded Exposure Account in an amount up to the Aggregate Unfunded Exposure Amount. Other than pursuant to Section 2.02(f), under no circumstances shall any Lender shall be obligated required to make any Advance if, if after giving effect to such Advance and the addition to the Collateral Portfolio of the Eligible Loans to be Loan Assets being acquired by the Borrower with using the proceeds of such Advance, (i) in the reasonable discretion of any such Lender, a Default or an Event of Default has occurred and is continuing (and has not been waived), or would be expected to result therefrom, or an Unmatured Event of Default exists or would result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. Notwithstanding anything to the contrary herein, no Lender shall be obligated to provide the Borrower (or to the Unfunded Exposure Account, if applicable) with aggregate funds in connection with an Advance that would exceed such ▇▇▇▇▇▇’s unused Commitment then in effect. (cb) The Borrower may, with the written consent Each of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 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 hereby represents and a Joinder Supplementwarrants that they intend the Advances made hereunder to constitute “loans” and not “securities” for purposes of Section 8-102(15) of the UCC.

The Advances. (a) During Upon the Reinvestment terms and subject to the conditions hereinafter set forth, the Lenders, severally but not jointly, shall from time to time during the Availability Period, the Borrower may, at its option, request the Lenders to make advances of funds loans (each, each an “Advance”) under this Agreement pursuant to the Borrower on a revolving basis in an aggregate amount outstanding up to but not exceeding (i) the amount of such Lender’s Commitment or (ii) such amount as maybe agreed to in the sole discretion of each Lender as provided in clause (c) below; provided, that no such Advance shall cause (x) a Borrowing Base Deficiency or a Funding Notice; Base Deficiency or (y) the Aggregate Outstandings to exceed the Aggregate Facility Amount; (b) Following the Closing Date and the initial Advance, no Advance shall cause [***] or more of the Aggregate Commitment Amount to be drawn in any rolling thirty (30) day period, unless otherwise agreed by the Administrative Agent. Within the limits of each Lender’s Commitment, to the extent the aggregate outstanding principal balance of any Advance is prepaid, such amount may be reborrowed under Section 2.2(a). (c) To the extent any Notice of Borrowing requests Advances, the making of which would cause the Aggregate Outstandings to be in excess of the Aggregate Commitment Amount on the relevant Borrowing Date, upon the terms and subject to the conditions hereinafter set forth, each Lender may, in its sole and absolute discretion, from time to time during the Availability Period, with respect to the amount of such requested Advances that would cause the Aggregate Outstandings to be in excess of the Aggregate Commitment Amount on the relevant Borrowing Date, make such Advance to the Borrower that is secured by the Collateral: provided, however, that no such Advance shall cause (i) the Aggregate Outstandings to exceed the sum of the Aggregate Facility Amount or (ii) a Borrowing Base Deficiency or a Funding Base Deficiency. The Borrower hereby acknowledges and agrees that, notwithstanding any provision of this Agreement, or any other Transaction Document, no Lender has any obligation to make any Advances in excess of the Aggregate Commitment Amount or such Lender’s Commitment and this Agreement does not create, and shall not be obligated construed to create, any contractual or other commitment by any Lender to make any Advance on or after the date that is two (2) 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 in excess of the Termination Date Aggregate Commitment Amount 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. (b) 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 reasonable discretion of any such Lender, a Default or Event of Default would be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base’s Commitment. (c) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 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.

The Advances. (a) During On the Reinvestment Periodterms and subject to the conditions of this Agreement, the Borrower Bank shall make Advances under the Commitment to the Issuing and Paying Agent on behalf of the Authority from time to time in an aggregate principal amount at any one time outstanding not to exceed the amount of the Commitment less the principal amount of any Advances then outstanding. Within such limit, the Authority may, while the Commitment is in effect, borrow, prepay, repay, and reborrow Advances under the Commitment pursuant to this Section. (b) The Advances made by the Bank under the Commitment for the payment of principal of and interest on Notes shall be evidenced by the Bank Note. The Bank Note shall be registered in the name of and payable to the Bank in the amount of the Commitment. The principal amount outstanding of the Bank Note at its optionany time shall equal the amount of the then outstanding and unpaid Advances under the Commitment. The Bank Note shall bear interest during the same periods and at the same rates as are applicable to the Advances under the Commitment evidenced by the Bank Note, determined as provided herein in accordance with the provisions hereof. The principal of the Bank Note, and the interest thereon, shall be payable (and prepayable) at the same times and in the same amounts as are applicable to the related Advances evidenced by the Bank Note, determined as provided herein in accordance with the provisions hereof. (c) In the event that the Issuing and Paying Agent on behalf of the Authority, determines that it is necessary to request an Advance in order to provide for the Lenders payment of the principal of and interest on Notes when due at stated maturity, the Issuing and Paying Agent on behalf of the Authority, shall do so by submitting to the Bank a written request to make advances such an Advance, such written request to be in the form of the Notice of Borrowing attached hereto as Exhibit B, by not later than 12:30 p.m. New York City time on the same Business Day on which the making of such Advance is requested. Any Notice of Borrowing shall (i) state the date for funding by the Bank of such Advance, which shall be a Business Day, and (ii) specify the aggregate principal amount of such Advance (which aggregate principal amount of such Advance (A) shall not exceed the aggregate principal amount of and interest on the Notes maturing on the date of such Advance and which has not been and will not be paid from the proceeds of the sale of Refunding Notes on such date or from other available funds on deposit in the Note Payment Account (eachas defined in Section 6.3) on such date, an “(B) shall not, after the making of such Advance”, exceed the amount available under the Commitment, and (C) under shall be in the minimum principal amount of $100,000). Assuming compliance by the Issuing and Paying Agent on behalf of the Authority, with the procedures set forth in this Agreement pursuant subsection and the conditions set forth in Section 4.2 hereof (i.e., actual receipt by the Bank of a properly completed Notice of Borrowing and no Suspension Event or Special Event of Default has occurred and is continuing), then the Bank shall pay the Advance, in immediately available funds, to the Issuing and Paying Agent by not later than 2:30 p.m. New York City time on the date requested. In the event that the Bank determines not to pay a Funding NoticeNotice of Borrowing either because such Notice of Borrowing was not properly completed or due to the existence of a Suspension Event or Special Event of Default, the Bank shall, to the extent practicable, on the date of receipt of such Notice of Borrowing and, in any event, not later than the Business Day following the date of receipt of such Notice of Borrowing, so notify the Issuing and Paying Agent, such notice to set forth the existing Suspension Event or Special Event of Default or the deficiencies in such Notice of Borrowing, as applicable; provided, however, that no Lender if the date of receipt of such Notice of Borrowing is the requested date of the Advance, such notice shall be obligated to make any Advance sent on or after the date that is two (2) 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 receipt 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 declarationNotice of Borrowing. (bd) Following The date and amount of each Advance, and all payments made on account thereof, shall be recorded by the receipt of a Funding Notice during Bank on its books and records, which books and records shall, absent manifest error, be conclusive as to amounts payable by the Reinvestment Period Authority hereunder and subject under the Bank Note. The Bank may, but shall not be required to, complete the schedule attached to the terms Bank Note to reflect the making and conditions hereinafter set forth, status of Advances thereunder and under 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 reasonable discretion of any such Lender, a Default or Event of Default would be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing BaseCommitment. (c) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 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.

The Advances. (a) During the Reinvestment Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under this Agreement pursuant to a Funding Notice; provided, however, that no Lender shall be obligated to make any Advance on or after the date that is two (2) 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; provided, further, that no Lender shall be obligated to make any Advance if such Advance would result in such Lender exceeding its Commitment. (b) 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 reasonable 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. (c) The So long as no Event of Default has occurred and is continuing, the Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 12.16 (and subject to recordation in the Register) as Lenders and ▇▇▇▇▇▇▇ and, upon prior written notice to the Lenders, increase the Commitments hereunderhereunder (up to $800,000,000); provided that the Commitment of any Lender may only be increased with the prior written consent of such Lender Lender, in its sole discretion, 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. (d) The Borrower may, within 90 days but not less than 30 days prior to the Reinvestment Period End Date, make a request to the Lenders to extend the Reinvestment Period End Date for an additional period of one or more years, which response to such request shall be delivered to the Borrower (with failure to deliver such response deemed a denial of such request). Upon mutual agreement among the Administrative Agent, each of the relevant Lenders, the Borrower and the Collateral Manager, the Reinvestment Period End Date shall be extended. The Borrower confirms that any of the Lenders or the Administrative Agent, in their sole and absolute discretion, without regard to the value or performance of the Loans or any other factor, may elect not to extend the Reinvestment Period End Date.

The Advances. (a) During Upon the Reinvestment terms and subject to the conditions hereinafter set forth, the Lenders, severally but not jointly, shall from time to time during the Availability Period, the Borrower may, at its option, request the Lenders to make advances of funds loans (each, each an “Advance”) under this Agreement pursuant to the Borrower on a revolving basis in an aggregate amount outstanding up to but not exceeding (i) the amount of such Lender’s Commitment (each such Advance, a “Committed Advance”) or (ii) such amount as maybe agreed to in the sole discretion of each Lender as provided in clause (c) below; provided, that no such Advance shall cause (x) a Borrowing Base Deficiency or a Funding Notice; Base Deficiency or (y) the Aggregate Outstandings to exceed the Aggregate Facility Amount; (b) Following the Closing Date and the initial Advance, no Advance shall cause [***] or more of the Aggregate Commitment Amount to be drawn in any rolling thirty (30) day period, unless otherwise agreed by the Administrative Agent. Within the limits of each Lender’s Commitment, to the extent the aggregate outstanding principal balance of any Advance is prepaid, such amount may be reborrowed under Section 2.2(a). (c) To the extent any Notice of Borrowing requests Advances, the making of which would cause the Aggregate Outstandings to be in excess of the Aggregate Commitment Amount on the relevant Borrowing Date, upon the terms and subject to the conditions hereinafter set forth, each Lender may, in its sole and absolute discretion, from time to time during the Availability Period, with respect to the amount of such requested Advances that would cause the Aggregate Outstandings to be in excess of the Aggregate Commitment Amount on the relevant Borrowing Date, make such Advance to the Borrower that is secured by the Collateral: provided, however, that no such Advance shall cause (i) the Aggregate Outstandings to exceed the sum of the Aggregate Facility Amount or (ii) a Borrowing Base Deficiency or a Funding Base Deficiency. The Borrower hereby acknowledges and agrees that, notwithstanding any provision of this Agreement, or any other Transaction Document, no Lender has any obligation to make any Advances in excess of the Aggregate Commitment Amount or such Lender’s Commitment and this Agreement does not create, and shall not be obligated construed to create, any contractual or other commitment by any Lender to make any Advance on or after the date that is two (2) 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 in excess of the Termination Date Aggregate Commitment Amount 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. (b) 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 reasonable discretion of any such Lender, a Default or Event of Default would be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base’s Commitment. (c) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 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.

The Advances. (a) During the Reinvestment Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under this Agreement pursuant to a Funding Notice; provided, however, that no Lender shall be obligated to make any Advance on or after the date that is two (2) Business Days prior Subject to the Reinvestment Period End Dateterms and conditions set forth in this Agreement, unless the Borrower has entered into a binding commitment to purchase an Eligible each Term 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. (b) Following the receipt of a Funding Notice during the Reinvestment Period and subject to Lender severally agrees, on the terms and conditions hereinafter set forth, the Lenders shall fund such to make advances (each, a “Term Loan Advance. Notwithstanding anything ”) to the contrary hereinBorrower from time to time up to a maximum of one (1) advance on the Closing Date and three (3) times thereafter during the period beginning on the day after the Closing Date and ending on September 20, no Lender shall be obligated 2018 (the “Term Loan Commitment Period”), upon notice by the Borrower to make any Advance ifthe Administrative Agent given in accordance with Section 2.02(a), such sums as are requested by the Borrower for the purposes set forth in Section 2.14, in an amount (i) of an integral multiple of $25,000,000, and (ii) up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Advance and the addition Lender’s Term Loan Commitment; provided, however, that all Term Loan Borrowings shall be subject to the Collateral satisfaction of the Eligible Loans to be acquired by the Borrower with the proceeds of such Advance, (i) in the reasonable discretion of any such Lender, a Default or Event of Default would be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. (c) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements conditions precedent set forth in Section 12.16 3.02. Such additional advances made in accordance with this Section 2.01(a) after the Closing Date is each a “Delayed Draw” and are collectively referred to herein as the “Delayed Draws.” Any amount of the Term Loan Commitment that is not drawn by Borrower on or before the expiration of the Term Loan Commitment Period will not be available to be drawn by the Borrower thereafter, and any undrawn portion of the Term Loan Commitment shall terminate. (b) Each Borrowing shall consist of Term Loan Advances made simultaneously by the Term Loan Lenders and increase ratably according to their Term Loan Commitments. The Borrower may prepay Term Loan Advances pursuant to Section 2.06(a). The Borrower shall not have the Commitments hereunder; right to reborrow any portion of the Term Loan that is repaid or prepaid, provided that such prepayment shall not limit the Commitment terms 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 SupplementSection 2.17.

The Advances. (a) During Lender agrees, on the Reinvestment Periodterms and conditions set forth herein, the Borrower may, at its option, request the Lenders to make advances of funds loans in Dollars to Borrower (eacheach such loan, an “Advance”) under this Agreement pursuant ), from time to a Funding Noticetime, on any Business Day during the period from the Closing Date until the Maturity Date, in an aggregate principal amount not to exceed, at any time outstanding, the Facility Limit; provided, however, that no Lender shall not be obligated to make any an Advance on (i) following the occurrence of a Default or after an Event of Default, (ii) if a Margin Deficiency exists or would result therefrom, (iii) if an Excess Amount exists or would result therefrom, or (iv) if such Advance would result in the date that is two (2) 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 aggregate amount of the Termination Date Advances exceeding the amount permitted to be borrowed under applicable Law, including Regulation U 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.X. (b) Following Each Advance shall be made on written notice (a “Notice of Borrowing”) from Borrower to Lender, given no later than 1:00 p.m. on the receipt of a Funding Notice during the Reinvestment Period and subject Business Day prior to the terms and conditions hereinafter set forth, the Lenders shall fund requested date for such Advance. Notwithstanding anything to the contrary herein, no Lender Each Notice of Borrowing shall be obligated to make any Advance ifin substantially the form of Exhibit A hereto, after giving effect to such Advance and specifying therein (i) the addition to the Collateral of the Eligible Loans to be acquired by the Borrower with the proceeds requested date of such Advance, (i) in the reasonable discretion of any such Lenderwhich must be a Business Day, a Default or Event of Default would be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed amount of such Advance, and (iii) the account to which such Advance shall be made. Borrower shall provide Lender with all information required in a Notice of Borrowing, including schedules thereto. If a Notice of Borrowing Baseis not delivered by the time referred to above then, it shall be deemed to have been given on the next Business Day. (c) The Each Notice of Borrowing shall be irrevocable and binding on Borrower. Borrower mayshall indemnify Lender against any loss, with cost or expense reasonably incurred by Lender or any of its Affiliates as a result of any failure by Borrower to borrow such Advance (including as a result of Borrower’s failure to fulfill, on or before the written consent date of an Advance, the Administrative Agent, add additional Persons who satisfy the requirements applicable conditions set forth in Section 12.16 Article III) and the liquidation or re-employment of deposits or other funds acquired by Lender (or any such Affiliate) to fund any Advance to be made by Lender as Lenders and increase the Commitments hereunder; provided that the Commitment of any Lender may only be increased with the prior written consent part of such borrowing. A certificate of Lender as to the amount of such losses, costs and expenses, submitted to Borrower by ▇▇▇▇▇▇ and showing in reasonable detail the basis for the calculation thereof, shall be conclusive as to the amount of such losses, costs and expenses, absent manifest error. The obligation of Borrower in this subsection shall survive the termination of the Facility and the Administrative Agent. Each additional Lender shall become a party hereto by executing and delivering to repayment, satisfaction or discharge of all the Administrative Agent, the Collateral Agent, the Collateral Manager and the Borrower a Transferee Letter and a Joinder Supplementother Obligations.

The Advances. (a) During Upon the Reinvestment terms and subject to the conditions hereinafter set forth, the Lenders, severally but not jointly, shall from time to time during the Availability Period, make loans to the Borrower may, at on a revolving basis that are secured by the Collateral. Each such Advance shall be made by a Lender in respect of its option, request the Lenders to make advances of funds (each, an “Advance”) under this Agreement pursuant to a Funding Noticerevolving Commitment; provided, however, that no Lender such Advance shall be obligated to make any Advance on cause (i) a Borrowing Base Deficiency or after a Funding Base Deficiency; (ii) the date that is two (2) 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 aggregate outstanding principal balance of the Termination Advances to exceed the Aggregate Commitment except as permitted under Section 2.2(b) below; (iii) with respect to any Lender, to exceed such Lender’s Commitment; or (iiiiv) following the Closing Date or the Reinvestment Period End Date pursuant to Section 9.2(a) and the related Advance Date is not initial Advance, [***] or more than of the Aggregate Commitment to be drawn in any rolling thirty (30) days after day period, unless otherwise agreed by the Administrative Agent. Within the limits of each Lender’s Commitment, any Advancesto the extent the aggregate outstanding principal balance of any Advance is prepaid, such declarationamount may be reborrowed under this Section 2.2.2.2(a). (b) Following To the receipt extent any Notice of a Funding Notice during Borrowing requests Advances, the Reinvestment Period making of which would cause the aggregate amount of Advances to be in excess of the Aggregate Commitment on the relevant Borrowing Date, upon the terms and subject to the terms and conditions hereinafter set forth, each Lender may, in its sole and absolute discretion, from time to time during the Lenders shall fund such Advance. Notwithstanding anything Availability Period, with respect to the contrary hereinamount of such requested Advances that would cause the aggregate outstanding principal balance of the Advances to be in excess of the Aggregate Commitment on the relevant Borrowing Date, 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 Borrower that is secured by the Borrower with the proceeds of Collateral: provided, however, that no such Advance, Advance shall cause (i) in the reasonable discretion aggregate outstanding principal balance of any such Lender, a Default or Event the Advances to exceed the sum of Default would be expected to result therefrom the Aggregate Commitment and the Uncommitted Amount or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. (c) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 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.a

The Advances. (a) During the Reinvestment PeriodEach Lender severally agrees, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under this Agreement pursuant to a Funding Notice; provided, however, that no Lender shall be obligated to make any Advance on or after the date that is two (2) 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. (b) 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 Advances denominated in any Advance ifMajor Currency to any Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date of such Lender in an aggregate Dollar equivalent amount not to exceed at any time outstanding the Dollar amount set opposite such Lender's name on Schedule II hereof or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 9.07(d), as such amount may be reduced pursuant to Section 2.04 (such Lender's "Commitment"); provided that 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) the Dollar equivalent of the aggregate principal amount of Advances from any Lender outstanding shall not exceed its Commitment then in the reasonable discretion of any such Lender, a Default or Event of Default would be expected to result therefrom or effect and (ii) the aggregate Advances Outstanding would Total Utilization of Commitments shall not exceed the aggregate Commitments then in effect. (b) The Company shall be entitled to request that Advances hereunder also be made in any other lawful currency constituting a eurocurrency, in addition to the eurocurrencies specified in the definition of "Major Currency" herein, that in the opinion of all Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars and in which dealings in deposits are carried out on the London interbank market (an "Alternate Currency"). The Company shall deliver to the Administrative Agent any request for designation of an Alternate Currency, substantially in the form of Exhibit I hereto (a "Request for Designation of an Alternate Currency"), to be received by the Administrative Agent not later than 1:00 ▇.▇. (▇▇▇ ▇▇▇▇ ▇▇▇▇ time) at least ten Business Days in advance of the date of any Borrowing Basehereunder proposed to be made in such Alternate Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof. Failure by any Lender to respond to such request within two Business Days of receipt thereof shall be deemed to be a rejection of such Request for Designation of an Alternate Currency by such Lender. The Administrative Agent will promptly notify the Company and the Lenders of the acceptance or rejection by the Lenders of any such request, and each Lender may grant or reject such request in its sole discretion. (c) The Borrower may, with Each Borrowing shall be in an aggregate amount not less than $10,000,000 (or the written consent equivalent thereof in any Major Currency or Alternate Currency) or an integral multiple of $1,000,000 (or the equivalent thereof in any Major Currency or Alternate Currency) in excess thereof and shall consist of Advances of the Administrative Agent, add additional Persons who satisfy same Type and made in the requirements set forth in Section 12.16 as Lenders and increase same currency on 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 same day to the Administrative Agentsame Borrower by the Lenders ratably according to their respective Commitments. Within the limits of each Lender's Commitment, the Collateral AgentBorrower may from time to time borrow, the Collateral Manager prepay pursuant to Section 2.05(b) and the Borrower a Transferee Letter reborrow under this Section 2.01. For purposes of this Section 2.01 and a Joinder Supplementall other provisions of this Article II, currency equivalents shall be determined in accordance with Section 1.04.

The Advances. (a) During the Reinvestment PeriodThe Liquidity Provider hereby irrevocably agrees, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under this Agreement pursuant to a Funding Notice; provided, however, that no Lender shall be obligated to make any Advance on or after the date that is two (2) 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. (b) 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 make Advances to the contrary herein, no Lender Borrower from time to time on any Business Day during the period from the Effective Date until 1:00 p.m. (New York City time) on the Expiry Date (unless the obligations of the Liquidity Provider shall be obligated earlier terminated in accordance with the terms of Section 2.04(b)) in an aggregate amount at any time outstanding not to make any exceed the Maximum Commitment. Section 2.02 Making the Advances. (a) Interest Advances shall be made in one or more Borrowings by delivery to the Liquidity Provider of one or more written and completed Notices of Borrowing in substantially the form of Annex I attached hereto, signed by a Responsible Officer of the Borrower, in an amount not exceeding the Maximum Available Commitment at such time and shall be used solely for the payment when due of interest on the Class A Certificates at the Stated Interest Rate therefor in accordance with Section 3.5(a) of the Intercreditor Agreement. Each Interest Advance if, after giving effect to such Advance made hereunder shall automatically reduce the Maximum Available Commitment and the addition amount available to be borrowed hereunder by subsequent Advances by the amount of such Interest Advance (subject to reinstatement as provided in the next sentence). Upon repayment to the Collateral Liquidity Provider in full or in part of the Eligible Loans amount of any Interest Advance made pursuant to this Section 2.02(a), together with accrued interest thereon (as provided herein), the Maximum Available Commitment shall be acquired reinstated by the Borrower with the proceeds amount of such Advancerepaid Interest Advance but not to exceed the Maximum Commitment; provided, however, that the Maximum Available Commitment shall not be so reinstated at any time if (x) (i) in the reasonable discretion of any such Lender, a Default or Liquidity Event of Default would shall have occurred and be expected to result therefrom or continuing and (ii) the aggregate Advances Outstanding would exceed the Borrowing Basethere is a Performing Note Deficiency or (y) a Final Advance, a Special Termination Advance, a Downgrade Advance or a Non-Extension Advance shall have been made or an Interest Advance shall have been converted into a Final Advance. (c) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 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.

The Advances. (a) During Lender agrees, on the Reinvestment Periodterms and conditions set forth herein, the Borrower may, at its option, request the Lenders to make advances of funds loans in Dollars to Borrower (eacheach such loan, an “Advance”) under this Agreement pursuant ), from time to a Funding Noticetime, on any Business Day during the period from the Closing Date until the Maturity Date, in an aggregate principal amount not to exceed, at any time outstanding, the Facility Limit; provided, however, that no Lender shall not be obligated to make any an Advance on (i) following the occurrence of a Default or after an Event of Default, (ii) if a Margin Deficiency exists or would result therefrom, (iii) if an Excess Amount exists or would result therefrom, or (iv) if such Advance would result in the date that is two (2) 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 aggregate amount of the Termination Date Advances exceeding the amount permitted to be borrowed under applicable Law, including Regulation T, U 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.X. (b) Following Each Advance shall be made on written notice (a “Notice of Borrowing”) from Borrower to Lender, given no later than 1:00 p.m. on the receipt of a Funding Notice during the Reinvestment Period and subject Business Day prior to the terms and conditions hereinafter set forth, the Lenders shall fund requested date for such Advance. Notwithstanding anything ; provided that Lender will use commercially reasonable efforts to fund the requested Advance on the same Business Day to the contrary herein, no extent the applicable Notice of Borrowing is received by Lender prior to 10:00 a.m. on such Business Day. Each Notice of Borrowing shall be obligated to make any Advance ifin substantially the form of Exhibit A hereto, after giving effect to such Advance and specifying therein (i) the addition to the Collateral of the Eligible Loans to be acquired by the Borrower with the proceeds requested date of such Advance, (i) in the reasonable discretion of any such Lenderwhich must be a Business Day, a Default or Event of Default would be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed amount of such Advance, and (iii) the account to which such Advance shall be made. Borrower shall provide Lender with all information required in a Notice of Borrowing, including schedules thereto. If a Notice of Borrowing Baseis not delivered by the time referred to above then, it shall be deemed to have been given on the next Business Day. (c) The Each Notice of Borrowing shall be irrevocable and binding on Borrower. Borrower mayshall indemnify Lender against any loss, with cost or expense reasonably incurred by Lender or any of its Affiliates as a result of any failure by Borrower to borrow such Advance (including as a result of Borrower’s failure to fulfill, on or before the written consent date of an Advance, the Administrative Agent, add additional Persons who satisfy the requirements applicable conditions set forth in Section 12.16 Article III) and the liquidation or re-employment of deposits or other funds acquired by Lender (or any such Affiliate) to fund any Advance to be made by Lender as Lenders and increase the Commitments hereunder; provided that the Commitment of any Lender may only be increased with the prior written consent part of such borrowing. A certificate of Lender as to the amount of such losses, costs and expenses, submitted to Borrower by ▇▇▇▇▇▇ and showing in reasonable detail the basis for the calculation thereof, shall be conclusive as to the amount of such losses, costs and expenses, absent manifest error. The obligation of Borrower in this subsection shall survive the termination of the Facility and the Administrative Agent. Each additional Lender shall become a party hereto by executing and delivering to repayment, satisfaction or discharge of all the Administrative Agent, the Collateral Agent, the Collateral Manager and the Borrower a Transferee Letter and a Joinder Supplementother Obligations.

The Advances. (a) During the Reinvestment Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under this Agreement pursuant to a Funding Notice; provided, however, that no Lender shall be obligated to make any Advance on or after the date that is two (2) 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. (b) 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 reasonable 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. (c) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 12.16 (and subject to recordation in the Register) 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. (d) The Borrower may, within 90 days but not less than 30 days prior to the Reinvestment Period End Date, make a request to the Lenders to extend the Reinvestment Period End Date for an additional period of one or more years, which response to such request shall be delivered to the Borrower (with failure to deliver such response deemed a denial of such request). Upon mutual agreement among the Administrative Agent, each of the relevant Lenders, the Borrower and the Collateral Manager, the Reinvestment Period End Date shall be extended. The Borrower confirms that any of the Lenders or the Administrative Agent, in their sole and absolute discretion, without regard to the value or performance of the Loans or any other factor, may elect not to extend the Reinvestment Period End Date.

The Advances. (a) During the Reinvestment PeriodRBS hereby agrees, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under this Agreement pursuant to a Funding Notice; provided, however, that no Lender shall be obligated to make any Advance on or after the date that is two (2) 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. (b) 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 make advances in U.S. dollars (each, an "ADVANCE") to the contrary hereinBorrower from time to time on any Business Day during the period from the date of this Agreement to but not including the Termination Date (as herein defined) in an aggregate principal amount at any time outstanding not to exceed $75,000,000 (the "FACILITY"). Within the limits of the unused portion of the Facility in effect from time to time, no Lender the Borrower may borrow under this Section 1(a), prepay pursuant to Section 1(e) and reborrow under this Section 1(a). (b) The Borrower may request Advances hereunder by giving a written notice of borrowing (a "NOTICE OF BORROWING") to RBS (A) not later than 10:00 A.M. (New York City time) on the Business Day of such Advances for Advances bearing interest at a rate determined by reference to the Base Rate (as defined below) ("BASE RATE ADVANCES") or (B) not later than 11:00 A.M. (New York City time) on the third Business Day prior to such Advances for Advances bearing interest at a rate determined by reference to the LIBO Rate ("EURODOLLAR RATE ADVANCES"), which Notice of Borrowing shall be obligated irrevocable and shall in each case specify (i) whether the Advances then being requested are to make any Advance ifbe a Eurodollar Rate Advances or Base Rate Advances, after giving effect (ii) the date of such Advances (which shall be a Business Day), (iii) the aggregate principal amount of the Advances, such amount being at least $5,000,000 and multiples of $1,000,000 thereof and (iv) if such Advances are to such Advance and be Eurodollar Rate Advances, the addition Interest Period with respect thereto. If no election as to the Collateral Type of Advances is specified, then the requested Advances shall be Base Rate Advances. If no Interest Period with respect to any Eurodollar Rate Advance is specified, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. Upon fulfillment of the Eligible Loans to be acquired by the Borrower with applicable conditions set forth in Sections 2, if applicable, and 3, RBS will make the proceeds of such AdvanceAdvance available to the Borrower on the proposed date thereof by wire transfer to the account specified by the Borrower in the related Notice of Borrowing in immediately available funds by 12:00 noon (New York City time). All Notices of Borrowing may be delivered by telephone if promptly confirmed in writing. For purposes of this Agreement, "BASE RATE" means, for any day, a fluctuating rate per annum in effect from time to time, which rate per annum shall be equal to the greater of (a) the rate of interest announced by RBS as its base rate in effect on such day and (b) the sum of (i) 1/2 of 1% per annum and (ii) the Federal Funds Effective Rate in effect on such day. (c) The Facility shall be automatically terminated and the Borrower shall repay to RBS the aggregate principal amount of all outstanding Advances made, together with accrued and unpaid interest thereon, on the earliest of (i) December 31, 2007, (ii) the date of the termination of the Facility in full pursuant to Section 1(d) hereof, (iii) the date on which RBS shall have terminated its commitment hereunder and declared the Advances forthwith due and payable during the continuance of an Event of Default pursuant to Article VII of the Existing Credit Agreement as incorporated by reference (and with respect to an Event of Default under paragraph (g) or (h) of Article VII of the Existing Credit Agreement, the Facility shall automatically terminate and the Advances shall automatically become due and payable without notice) and (iv) the date on which RBS shall have terminated its commitment hereunder and declared the Advances forthwith due and payable upon the termination of the Existing Credit Agreement (the "TERMINATION DATE"). Upon the issuance by the Borrower or any of its Subsidiaries of (A) any equity security in the capital markets or (B) any debt security in the capital markets with a maturity in excess of one year, the Facility shall automatically permanently reduce by an amount equal to the cash proceeds (net of the out-of-pocket fees, costs and other expenses incurred by the Borrower or such subsidiary in connection with such issuance, including, without limitation, all legal fees, brokerage fees, consulting fees, accounting fees, underwriting discounts and commissions and other customary fees, costs and expenses) actually received by the Borrower or Subsidiary from any such issuance on the tenth Business Day after the date of such receipt. Notwithstanding the foregoing, any proceeds received from clauses (A) or (B )in the immediately preceding sentence will be applied in the following order : First, to reduce the facility under the 364-Day Credit Agreement dated December 23, 2005, as amended among the Borrower, The Royal Bank of Scotland plc, and Citicorp North America, Inc., Second , to reduce the Facility hereunder, and Third, to reduce the facility under the Credit Agreement dated the date hereof between the Borrower and The Royal Bank of Scotland Finance(Ireland). (d) The Borrower may, upon at least three Business Days' notice to RBS, terminate in whole or reduce in part the Facility. (e) The Borrower may, upon irrevocable notice given to RBS not later than 11:00 A.M. (New York City time) (i) on the date of the proposed prepayment, in the case of a prepayment of Base Rate Advances or (ii) on the third Business Day prior to the date of prepayment, in the case of a prepayment of Eurodollar Rate Advances, in each case stating the proposed date and aggregate principal amount of the prepayment and if such notice is given the Borrower, shall prepay the aggregate principal amount of the Advances specified in such notice . All notices of prepayment may be given by telephone if promptly confirmed in writing. All prepayments under this Section 1(e) shall be made together with (i) accrued and unpaid interest to the date of such prepayment on the principal amount so prepaid and (ii) in the case of any such prepayment of a Eurodollar Rate Advance on a date other than the last day of an Interest Period therefor, any amounts owing in respect of Eurodollar Rate Advances pursuant to Section 2.15 of the Existing Credit Agreement as incorporated herein by reference. (f) The Borrower shall pay interest on the unpaid principal amount of each Advance from the date of such Advance until the principal amount thereof is paid in full on the dates for payment specified for Borrowings of the same Type under the Existing Credit Agreement at a rate per annum equal, (i) in the reasonable discretion case of any such LenderBase Rate Advances, a Default or Event of Default would be expected at the Base Rate in effect from time to result therefrom or time and (ii) in the aggregate Advances Outstanding would exceed case of Eurodollar Rate Advances, at the Borrowing Base. (c) The Borrower may, with the written consent sum of the Administrative AgentLIBO Rate in effect for the applicable Interest Period plus the Applicable Margin (as defined below) from time to time in effect. Similarly, add additional Persons who satisfy the requirements set forth Borrower shall pay RBS a commitment fee ("Commitment Fee") equal to the Applicable Percentage (as hereinafter defined) times the actual daily amount of the unused portion of the Facility. The Commitment Fee shall accrue at all times from the date of this Agreement to the Termination Date, and shall be due and payable quarterly in arrears on the last Business day of each of March, June, September, and December, commencing on June, 2007, and on the Termination Date. The Commitment Fee shall be paid in immediately available funds and shall be non-refundable. For purposes of this Section 12.16 as Lenders and increase 2(f), the Commitments hereunder; provided that the Commitment of any Lender may only be increased with the prior written consent of such Lender term "APPLICABLE MARGIN" shall mean 0.370% and the Administrative Agentterm "APPLICABLE PERCENTAGE" shall mean 0.15%. Each additional Lender shall become a party hereto by executing and delivering to On the Administrative AgentEffective Date, the Collateral Agent, Borrower shall pay RBS a non-refundable upfront fee of 0.05% of the Collateral Manager and the Borrower a Transferee Letter and a Joinder SupplementFacility in immediately available funds ("Upfront Fee").

The Advances. (a) During Subject to the Reinvestment Periodterms and conditions set forth herein, the Borrower may, at its option, request the Lenders each Lender severally agrees to make advances a loan in Dollars to Borrower on the Closing Date in the amount of such ▇▇▇▇▇▇’s Commitment as set forth on Schedule I hereto by making immediately available funds available to Borrower (eachor an account designated by Borrower) (any such loan, an “Advance”) under this Agreement pursuant ); provided that each Lender shall, at Borrower’s request, net the Advances due to a Funding Notice; providedBorrower against any amount payable by Borrower hereunder in accordance with each Lender’s respective Applicable Percentage. Borrower shall confirm to ▇▇▇▇▇▇▇ and Administrative Agent upon receipt of an Advance to the account designated by Borrower. Following the Closing Date, however, that no Lender the unused portion of any Commitments shall be obligated to make any Advance permanently terminated. If the Closing Date does not occur on or after the date that is two (2) Business Days prior to the Reinvestment Period End DateAugust 28, 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 2023, all Commitments shall be permanently terminated on such declarationdate. (b) Following the receipt of a Funding Notice during the Reinvestment Period and subject to the terms and conditions hereinafter set forthAny Advance or any portion thereof, the Lenders shall fund such Advance. Notwithstanding anything to the contrary hereinonce prepaid or repaid, no Lender shall may not 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 reasonable discretion of any such Lender, a Default or Event of Default would be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Basereborrowed. (c) The At any time, Borrower mayshall use the same reference interest rate with respect to all Advances hereunder. (d) No later than 10:00 a.m. at least one Business Day prior to the Closing Date (or such lesser period as the Administrative Agent and each Lender shall approve), with Borrower shall notify Administrative Agent of its request for Advances on the written consent Closing Date by providing a Borrowing Notice. Administrative Agent shall promptly notify each Lender of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 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 amount of such Lender and Lender’s Applicable Percentage of such borrowing. If the Administrative Agent. Each additional Lender Borrowing Notice is not given by the time referred to above, it shall become a party hereto by executing and delivering be deemed to have been given on the Administrative Agent, the Collateral Agent, the Collateral Manager and the Borrower a Transferee Letter and a Joinder Supplementnext succeeding Business Day.

The Advances. (a) During the Reinvestment Period, the Borrower may, at its option, request the Lenders Lehm▇▇ ▇▇▇ees to make advances from time to time (each an "Advance" and collectively with any Subsequent Advances, the "Advances") to Customers and to Reset such Advances (subject to the requirements of funds the Relevant Agreements) in an aggregate principal amount not to exceed at any one time outstanding $44,600,000 (eachthe "Maximum Credit"). The minimum amount of each Advance or Subsequent Advance shall be one million dollars ($1,000,000) with additional increments of one hundred thousand dollars ($100,000) thereafter. This Facility is a commitment to lend and sets forth the procedures to be used in connection with periodic Advances. The parties acknowledge that in the absence of an Event of Default and upon satisfaction of all of the covenants and conditions precedent in the Relevant Agreements, an “Advance”) under this Agreement Lehm▇▇ ▇▇▇ll make any Advance requested pursuant to a Funding Notice; this Facility. All Advances made by Lehm▇▇ ▇▇▇eunder shall be evidenced by the Promissory Note. Although the Promissory Note shall be dated the date of issue, interest in respect thereof shall be payable only for the periods during which the Advances evidenced thereby are outstanding, and although the stated amount of the Promissory Note shall be equal to the Maximum Credit, the Promissory Note shall be enforceable only to the extent of the unpaid aggregate principal amount of the Advances then outstanding plus any other amounts due thereunder. Within the limits of the Maximum Credit, Customers may borrow, repay pursuant to Sections 3 and 4 hereof and reborrow pursuant to Section 2 hereof. Lehm▇▇ ▇▇▇ll note and endorse on its internal records each Advance and payment thereon, provided, however, that no Lender failure to do so shall be obligated to make any Advance on or after not prejudice Lehm▇▇'▇ ▇▇▇hts under the date that is two (Relevant Agreements. 2) 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. (b) 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 reasonable discretion of any such Lender, a Default or Event of Default would be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. (c) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 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.

The Advances. (a) During Upon the Reinvestment terms and subject to the conditions hereinafter set forth, the Lenders, severally but not jointly, shall from time to time during the Availability Period, the Borrower may, at its option, request the Lenders to make advances of funds loans (each, each an “Advance”) under this Agreement pursuant to the Borrower on a revolving basis in an aggregate amount outstanding up to but not exceeding (i) the amount of such Lender’s Commitment (each such Advance, a “Committed Advance”) or (ii) such amount as maybe agreed to in the sole discretion of each Lender as provided in clause (c) below; provided, that no such Advance shall cause (x) a Borrowing Base Deficiency or a Funding Notice; Base Deficiency or (y) the Aggregate Outstandings to exceed the Aggregate Facility Amount; (b) Following the Closing Date and the initial Advance, no Advance shall cause [***] or more of the Aggregate Commitment Amount to be drawn in any rolling thirty (30) day period, unless otherwise agreed by the Administrative Agent. Within the limits of each Lender’s Commitment, to the extent the aggregate outstanding principal balance of any Advance is prepaid, such amount may be reborrowed under Section 2.2(a). (c) To the extent any Notice of Borrowing requests Advances, the making of which would cause the Aggregate Outstandings to be in excess of the Aggregate Commitment Amount on the relevant Borrowing Date, upon the terms and subject to the conditions hereinafter set forth, each Lender may, in its sole and absolute discretion, from time to time during the Availability Period, with respect to the amount of such requested Advances that would cause the Aggregate Outstandings to be in excess of the Aggregate Commitment Amount on the relevant Borrowing Date, make such Advance to the Borrower that is secured by the Collateral: provided, however, that no such Advance shall cause (i) the Aggregate Outstandings to exceed the sum of the Aggregate Facility Amount or (ii) a Borrowing Base Deficiency or a Funding Base Deficiency. The Borrower hereby acknowledges and agrees that, notwithstanding any provision of this Agreement, or any other Transaction Document, no Lender has any obligation to make any Advances in excess of the Aggregate Commitment Amount or such Lender’s Commitment and this Agreement does not create, and shall not be obligated construed to create, any contractual or other commitment by any Lender to make any Advance on or after the date that is two (2) 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 in excess of the Termination Date Aggregate Commitment Amount 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▇▇▇▇▇▇’s Commitment. (b) 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 reasonable discretion of any such Lender, a Default or Event of Default would be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. (c) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 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.

The Advances. (a) During the Reinvestment Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under this Agreement pursuant to a Funding Notice; provided, however, that no Lender shall be obligated to make any Advance on or after the date that is two (2) 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. (b) Following the receipt of a Funding Notice during the Reinvestment Period and subject to On the terms and conditions hereinafter set forth, from time to time from the Closing Date until the end of the Reinvestment Period, the Borrower may request that the Lenders shall fund such make advances for the purpose of financing Eligible Loan Assets (each, an “Advance. Notwithstanding anything ”), secured by the Collateral Portfolio, (x) to the contrary hereinBorrower for the purpose of purchasing Eligible Loan Assets or (y) to the Unfunded Exposure Account in an amount up to the Aggregate Unfunded Exposure Amount. Other than pursuant to Section 2.02(f), under no circumstances shall any Lender shall be obligated required to make any Advance if, if after giving effect to such Advance and the addition to the Collateral Portfolio of the Eligible Loans to be Loan Assets being acquired by the Borrower with using the proceeds of such Advance, (i) in the reasonable discretion of any such Lender, a Default or an Event of Default has occurred (and has not been waived), or would be expected to result therefrom, or an Unmatured Event of Default exists or would result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base.. Notwithstanding anything to the contrary herein, no Lender shall be obligated to provide the Borrower (or to the Unfunded Exposure Account, if applicable) with aggregate funds in connection with an Advance that would exceed such ▇▇▇▇▇▇’s unused Commitment then in effect. AmericasActive:18709990.5 (cb) The Borrower may, with the written consent Each of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 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 hereby represents and a Joinder Supplementwarrants that they intend the Advances made hereunder to constitute “loans” and not “securities” for purposes of Section 8-102(15) of the UCC.

The Advances. Subject to the terms of this Agreement, the Lender agrees to lend to the Borrower from time to time an aggregate principal amount outstanding, not to exceed at any one time outstanding an amount (the "Maximum Funding Amount") equal to (i) for the period from the date hereof to and including the initial Funding Termination Date, $125,000,000, and (ii) if the Funding Termination Date is extended in accordance with Section 2(a) hereof, for each subsequent Funding Period the amount specified in the Notice of Extension of Agreement delivered in accordance with Section 2(a) hereof in respect of such Funding Period, to be made in one or more advances (each an "Advance" and, collectively, "Advances"). Each Advance shall be made on a date other than a Saturday, Sunday or other day on which banks in New York, New York are authorized or required by law to be closed or on which the New York Stock Exchange is closed (any such date, a "Business Day") that is prior to the Funding Termination Date (as defined below; each such date on which an Advance is made, a "Funding Date"); provided that: (a) During the Reinvestment Period, representations and warranties of the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under this Agreement pursuant to a Funding Notice; provided, however, that no Lender in Section 5 hereof and Schedule 1 hereto shall be obligated to make any Advance true and correct on or after the date that is two (2) 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 and as of the Termination such Funding Date or the Reinvestment Period End Date pursuant to Section 9.2(a) as if made on and the related Advance Date is not more than thirty (30) days after as of such declaration.date; (b) 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 reasonable discretion of any such Lender, a Default or Event of Default shall have occurred and be continuing or would exist after the making of any Advance on such Funding Date; (c) if requested by the Lender, the Lender shall have conducted a due diligence review of the mortgage files relating to the Mortgage Loans, the results of which shall have been satisfactory to the Lender; (d) the Lender shall have received (i) a timely Notice of Borrowing as provided in Section 2(b) hereof, (ii) a Certification from the Custodian as provided in Section 2(b) hereof to the effect that the Custodian has reviewed the Mortgage Loan Documents relating to the Mortgage Loans being pledged in connection with the Advance being made on such Funding Date in the manner required by the Custodial Agreement and has found no material deficiencies in such Mortgage Loan Documents as so reviewed, and (iii) in connection with the first Advance, (A) a legal opinion from counsel to the Borrower and the Guarantor, in the form of Exhibit C attached hereto, (B) the Secured Note (as defined below), (C) the Custodial Agreement, and (D) a Guarantee, dated as of the date hereof, made by the Guarantor in favor of the Lender, substantially in the form of Exhibit F hereto (as amended, supplemented or otherwise modified from time to time, the "Guarantee") in each case duly executed by the parties thereto; (e) the Borrower shall have delivered to the Custodian all documents to be expected delivered with respect to result therefrom or the Mortgage Loans being pledged on such Funding Date; (f) after the making of such Advance: (i) the outstanding principal amount of the aggregate of all Advances will not exceed the Maximum Funding Amount; (ii) the outstanding principal amount of the aggregate of all Advances Outstanding would made in respect of Fixed Rate Mortgage Loans will not exceed the Borrowing Base.lesser of (A) 102% of the aggregate par amount of all Fixed Rate Mortgage Loans held as Collateral and (B) 96.0% of the aggregate market value of all Fixed Rate Mortgage Loans held as Collateral; and (iii) the outstanding principal amount of the aggregate of all Advances made in respect of Floating Rate Mortgage Loans will not exceed the lesser of (X) 102% of the aggregate par amount of all Floating Rate Mortgage Loans held as Collateral and (Y) 97.0% of the aggregate market value of all Floating Rate Mortgage Loans held as Collateral; (cg) The Borrower maythe Lender shall not have determined, with in its sole discretion, that the written consent Designated Trust is not reasonably likely to be established on substantially the terms agreed upon at the time of the Administrative Agent, add additional Persons who satisfy specifying of the requirements set forth Designated Trust hereunder; (h) the Mortgage Loans in respect of which such Advance is proposed to be made shall not include any Specified Mortgage Loans (as defined in Section 12.16 as Lenders 7(h) hereof); and (i) any general conditions for the making of Advances, specified in Section 2 below, shall have been satisfied and increase the Commitments hereunder; provided that the Commitment of any Lender may only will continue to be increased with the prior written consent of satisfied if 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 SupplementAdvance is made.

The Advances. (a) During the Reinvestment Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under this Agreement pursuant to a Funding Notice; provided, however, that no Lender shall be obligated to make any Advance on or after the date that is two (2) 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. (b) Following the receipt of a Funding Notice during the Reinvestment Period and subject to On the terms and conditions hereinafter set forth, from time to time from the Closing Date until the end of the Reinvestment Period, the Borrower may request that the Lenders shall fund such make advances for the purpose of financing Eligible Loan Assets (each, an “Advance. Notwithstanding anything ”), secured by the Collateral Portfolio, (x) to the contrary hereinBorrower for the purpose of purchasing Eligible Loan Assets or (y) to the Unfunded Exposure Account in an amount up to the Aggregate Unfunded Exposure Amount. Other than pursuant to Section 2.02(f), under no circumstances shall any Lender shall be obligated required to make any Advance if, if after giving effect to such Advance and the addition to the Collateral Portfolio of the Eligible Loans to be Loan Assets being acquired by the Borrower with using the proceeds of such Advance, (i) in the reasonable discretion of any such Lender, a Default or an Event of Default has occurred (and has not been waived), or would be expected to result therefrom, or an Unmatured Event of Default exists or would result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. Notwithstanding anything to the contrary herein, no Lender shall be obligated to provide the Borrower (or to the Unfunded Exposure Account, if applicable) with aggregate funds in AmericasActive:18709990.5 connection with an Advance that would exceed such ▇▇▇▇▇▇’s unused Commitment then in effect. (cb) The Borrower may, with the written consent Each of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 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 hereby represents and a Joinder Supplementwarrants that they intend the Advances made hereunder to constitute “loans” and not “securities” for purposes of Section 8-102(15) of the UCC.

The Advances. (a) During Subject to the Reinvestment Periodterms and conditions set forth herein, the Borrower may, at its option, request the Lenders each Lender severally agrees to make advances a loan in Dollars to the Borrowers on the Closing Date in the amount of such Lender’s Commitment, allocated among the Borrowers in the Allocated Loan Amounts as set forth on Schedule I hereto, by making immediately available funds available to Administrative Agent (eachor an account designated by Administrative Agent) (any such loan, an “Advance”) under this Agreement pursuant ); provided that each Lender shall, at Borrowers’ request, net the Advances due to a Borrowers against any amount payable by Borrowers hereunder in accordance with each Lender’s respective Applicable Percentage. After Administrative Agent’s receipt of such funds on the Closing Date and upon fulfillment of the conditions set forth in Section 4.01, Administrative Agent shall make such funds as it has received available to Borrowers by wiring such funds to the Funding Notice; providedAccount. Following the Closing Date, however, that no Lender the unused portion of any Commitments shall be obligated to make any Advance permanently terminated. If the Closing Date does not occur on or after the date that is two (2) Business Days prior to the Reinvestment Period End DateJanuary 3, 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 2022, all Commitments shall be permanently terminated on such declarationdate. (b) Following the receipt of a Funding Notice during the Reinvestment Period and subject to the terms and conditions hereinafter set forthAny Advance or any portion thereof, the Lenders shall fund such Advance. Notwithstanding anything to the contrary hereinonce prepaid or repaid, no Lender shall may not 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 reasonable discretion of any such Lender, a Default or Event of Default would be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Basereborrowed. (c) The At any time, each Borrower mayshall use the same reference interest rate with respect to all Advances hereunder. (d) At least one Business Day prior to the Closing Date (or such lesser period as the Administrative Agent shall approve), all Borrowers shall notify Administrative Agent of their request for Advances on the Closing Date by providing a Borrowing Notice, and such notice shall include the reference interest rate that each Borrower elects with the written consent respect to such Advances, subject to clause (c) above. Administrative Agent shall promptly notify each Lender of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 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 amount 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 SupplementLender’s Applicable Percentage of such borrowing.

The Advances. (a) During the Reinvestment PeriodEach Lender severally agrees, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under this Agreement pursuant to a Funding Notice; provided, however, that no Lender shall be obligated to make any Advance on or after the date that is two (2) 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. (b) Following the receipt of a Funding Notice during the Reinvestment Period and subject to the terms and conditions hereinafter set forth, to make advances (each, a “Revolving Advance” and collectively, the “Revolving Advances”) to each Borrower from time to time, during the period from and including the date hereof, to and up to, but excluding, the Termination Date, in an aggregate outstanding amount not to exceed at any time such Lender’s Available Commitment, provided that no Borrowing of Revolving Advances shall be made if, immediately after giving effect thereto (and to any concurrent repayment of Swingline Advances with proceeds of Revolving Advances made pursuant to such Borrowing), (i) the Outstanding Credits would exceed the Aggregate Commitments as reduced by an amount equal to the difference of (A) the Commitment of any Defaulting Lender minus (B) the principal amount of such Defaulting Lenders’ outstanding funded Outstanding Credits or (ii) the Outstanding Credits extended to any Borrower would exceed such ▇▇▇▇▇▇▇▇’s Sublimit. Each Borrowing shall be in an aggregate amount not less than $5,000,000 (or, if lower, the amount of the Aggregate Available Commitment) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders shall fund such ratably according to their respective Percentages. Within the limits of each Lender’s Commitment and as hereinabove and hereinafter provided, each Borrower may request Borrowings hereunder, and repay or prepay Revolving Advances pursuant to Section 2.12 and utilize the resulting increase in the Aggregate Available Commitment (subject to its Sublimit) for further Extensions of Credit in accordance with the terms hereof. 28 (b) The Swingline Lender agrees, on the terms and conditions hereinafter set forth, to make advances (each, a “Swingline Advance,” and collectively, the “Swingline Advances”) to each Borrower, during the period from and including the date hereof, to and up to, but excluding, the Swingline Termination Date (or, if earlier, the Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Notwithstanding anything to the contrary herein, no Lender Borrowing of Swingline Advances shall be obligated to make any Advance made if, (i) immediately after giving effect thereto, the Outstanding Credits would exceed the Aggregate Commitment at such time (as reduced by an amount equal to the difference of (A) the Commitment of any Defaulting Lender minus (B) the principal amount of such Defaulting Lenders’ funded Outstanding Credits), (ii) the Outstanding Credits extended to any Borrower would exceed such Borrower’s Sublimit or (iii) any Lender is at such time a Designated Lender hereunder, unless the Swingline Lender has entered into satisfactory arrangements, including, without limitation, the posting of Cash Collateral, with the applicable Borrower or such Lender to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to such Advance and the addition Section 2.22(a)(iv)) risk with respect to the Collateral of the Eligible Loans to be acquired by the Borrower with the proceeds of such Advance, (i) in the reasonable discretion of any such Lender, a Default or Event of Default would be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. (c) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 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.

The Advances. (a) During Subject to the Reinvestment Periodterms and conditions set forth herein, the Borrower may, at its option, request the Lenders (i) each Lender severally agrees to make advances a loan in Dollars to Borrower on the Closing Date in the amount of such L▇▇▇▇▇’s Initial Commitment as set forth on Schedule I hereto by making immediately available funds available to Administrative Agent (eachor an account designated by Administrative Agent) (any such loan, an “Initial Advance”) under this Agreement pursuant and (ii) any Lender that agrees to provide a Funding Notice; provided, however, that no Lender shall be obligated Subsequent Commitment to make any an Advance on or after the date that is two (2) 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 any Subsequent Advance Date pursuant to Section 9.2(a) and the related 2.19 shall make a loan in Dollars to Borrower on such Subsequent Advance Date is in the amount of such Lender’s Subsequent Commitment with respect to such date by making immediately available funds available to Administrative Agent (or an account designated by Administrative Agent) (any such loan, a “Subsequent Advance” and, together with the Initial Advances, the “Advances”). After Administrative Agent’s receipt of such funds on the Closing Date or the Subsequent Advance Date, as applicable, and upon fulfillment of the conditions set forth in Section 4.01 (and, in the case of Subsequent Advances, Section 2.19(b)), Administrative Agent shall make such funds as it has received available to Borrower by depositing such funds into the Funding Account; provided that Administrative Agent shall, at Borrower’s request, net any Advance due to Borrower against any amount payable by Borrower to the Lenders hereunder in accordance with each L▇▇▇▇▇’s respective Applicable Percentage. Following the Closing Date or any Subsequent Advance Date, as the case may be, the unused portion of the Commitments with respect to such date shall be permanently terminated. Furthermore, if the Closing Date does not more than thirty (30) days after occur on or before September 13, 2024, the Commitments shall be permanently terminated on such declarationdate. (b) Following the receipt of a Funding Notice during the Reinvestment Period and subject to the terms and conditions hereinafter set forthAny Advance or any portion thereof, the Lenders shall fund such Advance. Notwithstanding anything to the contrary hereinonce prepaid or repaid, no Lender shall may not 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 reasonable discretion of any such Lender, a Default or Event of Default would be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Basereborrowed. (c) The At any time, Borrower mayshall use the same reference interest rate with respect to all Advances hereunder. (d) At least one Business Day prior to the Closing Date or at least three Business Days prior to any Subsequent Advance Date, with as the written consent case may be, Borrower shall deliver a Borrowing Notice to Administrative Agent requesting the borrowing of the Administrative AgentAdvances on the Closing Date or any Subsequent Advance Date, add additional Persons who satisfy as the requirements set forth in Section 12.16 as Lenders and increase the Commitments hereunder; provided that the Commitment of any Lender case 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 Supplementbe.

The Advances. (a) During the Reinvestment Period, the Borrower Collateral Manager (on behalf of the Borrower) may, at its option, request the Lenders to make further advances of funds (each, each an “Advance”) under this Agreement pursuant to a Funding Notice; provided, however, that (i) no Lender shall be obligated to fund more than six (6) Advances in any calendar month, and (ii) no Lender shall be obligated to make any Advance on or after the date that is two (2) Business Days prior to the Reinvestment Period End Facility Scheduled Maturity Date. The Collateral Manager (on behalf of the Borrower) shall request, and on the Closing Date, unless subject to satisfaction of the Borrower has entered into a binding commitment to purchase an Eligible Loan prior requirements set forth Section 3.1 and Section 3.2, the Lenders shall advance, the Initial Advance 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 declarationBorrower. (b) 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 Investments to be acquired or originated by the Borrower with the proceeds of such Advance, (i) in the reasonable 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 a Borrowing Base Deficiency would exceed the Borrowing Baseoccur. (c) The Borrower may, with the 60 days’ prior written consent of the Administrative Agentnotice to, add additional Persons who satisfy the requirements set forth in Section 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 of, the applicable Lender and the Administrative Agent, increase the Commitments hereunder by $50,000,000 up to two times; provided that such Lender and the Administrative Agent. Each additional Lender Agent shall become respond in writing within 15 calendar days to a party hereto by executing and delivering to request from the Administrative Agent, the Collateral Agent, Borrower (or the Collateral Manager and on behalf of the Borrower a Transferee Letter and a Joinder SupplementBorrower) for an increase in the applicable Commitment.

The Advances. (a) During Citibank hereby agrees, on the Reinvestment Periodterms and conditions hereinafter set forth, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under denominated in U.S. dollars to the Borrowers from time to time on any Business Day during the period from the date of this Agreement pursuant to a Funding Notice; provided, however, that no Lender shall be obligated to make any Advance on or after the date that is two (2but not including) 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 in an aggregate principal amount not to exceed $300,000,000 (the Reinvestment Period End Date “Facility”). Within the limits of the unused portion of the Facility in effect from time to time, any Borrower may borrow under this Section 1(a), prepay pursuant to Section 9.2(a1(e) and the related Advance Date is not more than thirty (30) days after such declarationreborrow under this Section 1(a). (b) Following A Borrower may request an Advance hereunder by giving notice thereof (a “Notice of Borrowing”), not later than 10:30 A.M. (New York City time), (A) on the receipt Business Day of a Funding Notice during the Reinvestment Period and subject such Advance for Advances bearing interest by reference to the terms and conditions hereinafter set forth, Base Rate (as defined in the Lenders shall fund such Advance. Notwithstanding anything to Existing Credit Agreement) (“Base Rate Advances”) or (B) on the contrary herein, no Lender shall be obligated to make any Advance if, after giving effect third Eurodollar Business Day prior to such Advance and for Advances bearing interest by reference to LIBOR (“Eurodollar Rate Advances”), which Notice of Borrowing sets forth the addition same information as is required to be included in comparable Revolving Credit Loan Requests delivered under the Collateral Existing Credit Agreement. Upon fulfillment of the Eligible Loans to be acquired by the Borrower with applicable conditions set forth in Sections 2, if applicable, and 3, Citibank will make the proceeds of such Advance, (i) Advance available to the Borrower requesting such Advance at the account specified by such Borrower in the reasonable discretion related Notice of any such Lender, a Default or Event Borrowing. All Notices of Default would Borrowing may be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Basedelivered by telephone and confirmed in writing. (c) The Facility shall be automatically terminated and each Borrower shall repay to Citibank the aggregate principal amount of all outstanding Advances made to it, together with accrued and unpaid interest thereon, on the earlier of December 13, 2011 and the date of the termination of the Facility in full pursuant to Section 1 hereof or Article 8 of the Existing Credit Agreement as incorporated by reference (the “Termination Date”). (d) API may, upon at least three Business Days’ notice to Citibank, terminate in whole or reduce in part the unused portions of the Facility. The Borrowers shall, on each date of a reduction in the Facility as set forth in this Section 1(d), repay the Advances in a principal amount equal to the excess of the aggregate principal amount of the outstanding Advances over the Facility as so reduced. (e) Either Borrower may, with upon notice given to Citibank not later than 10:30 A.M. (New York City time) (i) on the written consent date of the Administrative Agentproposed prepayment, add additional Persons who satisfy in the requirements set forth case of a prepayment of Base Rate Advances or (ii) on the third Eurodollar Business Day prior to the date of prepayment, in the case of a prepayment of Eurodollar Rate Advances, in each case stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay the aggregate principal amount of the Advances specified in such notice. All notices of prepayment may be given by telephone confirmed in writing. All prepayments under this Section 12.16 1(e) shall be made together with (i) accrued and unpaid interest to the date of such prepayment on the principal amount so prepaid and (ii) in the case of any such prepayment of a Eurodollar Rate Advance on a date other than the last day of an Interest Period therefor, any amounts owing in respect of Eurodollar Rate Advances pursuant to Section 4.03 of the Existing Credit Agreement as Lenders incorporated herein by reference. (f) Each Borrower shall pay interest on the unpaid principal amount of each Advance made to it from the date of such Advance until the principal amount thereof is paid in full on the dates for payment specified for advances of the same type under the Existing Credit Agreement and increase a rate per annum equal, in the Commitments hereunder; case of Base Rate Advances, to the Base Rate in effect from time to time and, in the case of Eurodollar Rate Advances, to the sum of the LIBOR in effect for the applicable Interest Period plus 0.25% per annum, provided that if the Commitment aggregate principal amount of the Advances exceeds 50% of the Facility, Eurodollar Rate Advances shall bear interest at a rate per annum equal to the sum of the LIBOR in effect for the applicable Interest Period plus 0.30% per annum. Similarly, API shall pay a facility fee on the Facility from the date of this Agreement to the Termination Date at the rate of 0.065% per annum, payable quarterly in arrears on the last day of each calendar quarter during the term hereof, commencing March 31, 2011 and on the Termination Date. (g) Each Borrower shall make each payment hereunder, irrespective of any Lender may only be increased with right of counterclaim or setoff, not later than 2:00 P.M. (New York City time) on the prior written consent day when due in U.S. dollars and in same day funds to Citibank at the account of such Lender and the Administrative Agent. Each additional Lender shall become a party hereto by executing and delivering Citibank most recently specified in writing to the Administrative AgentBorrowers by Citibank. All computations of interest determined by reference to clause (a) of the definition of “Base Rate” and of facility fees payable hereunder shall be made on the basis of a year of 365 or 366 days, as the Collateral Agentcase may be, and all other computations of interest payable hereunder shall be made on the Collateral Manager basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. (h) The proceeds of the Advances shall be available for general corporate purposes, which shall include the use thereof, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of funding or making payments on account of the purchase or redemption by API of any shares of capital stock of API or any related option, warrant or similar right, commercial paper backstop and the Borrower a Transferee Letter and a Joinder Supplementintercompany loans from API to any of its Subsidiaries.

The Advances. (a) During Subject to the Reinvestment Periodterms and conditions set forth herein, the Borrower may, at its option, request the Lenders each Lender severally agrees to make advances a loan in Dollars to Borrower on the Advance Date in an amount not to exceed the amount of such Lender’s Commitment as set forth on Schedule I hereto, by making immediately available funds available to Borrower by depositing such funds into the Funding Account in accordance with the Settlement Agreement (eachany such loan pursuant to this clause (a), an “Advance”). Upon receipt of such funds in the Funding Account on the Advance Date and upon fulfillment of the conditions set forth in Sections 4.01 and 4.02, the Administrative Agent shall instruct the Custodian to transfer via wire of immediately available funds from the Funding Account to the Blackstone Account in accordance with the Settlement Agreement; provided that the Lenders shall, at Borrower’s request, net any such Advance against any amount payable hereunder by the Loan Parties to such Lender in accordance with each Lender’s respective Applicable Percentage. Upon the funding of the Advances on the Advance Date, all of the Commitments of the Lenders shall terminate. (b) under this Agreement pursuant to a Funding Notice; provided[Reserved]. (c) Borrower may, howeverat any time, that no Lender terminate all or any part of the Commitments by notifying the Administrative Agent in writing. If not terminated previously, all Commitments of the Lenders hereunder shall terminate on the last day of the Availability Period. (d) Any Advance or any portion thereof, once prepaid or repaid, may not be obligated to make any Advance on or after the date that is two re-borrowed. (2e) At least three (3) Business Days prior to the Reinvestment Period End Datedate on which any Advances will be required to be made hereunder, 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. (b) Following the receipt shall so notify Administrative Agent. A notice 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 request for an Advance (a “Borrowing Notice”) shall be obligated to make any Advance ifin writing in substantially the form of Exhibit I, after giving effect to such Advance and specifying therein: (x) the addition to the Collateral of the Eligible Loans to be acquired by the Borrower with the proceeds date of such Advance, which shall be a Business Day, (i) in the reasonable discretion of any such Lender, a Default or Event of Default would be expected to result therefrom or (iiy) the aggregate Advances Outstanding would exceed amount of such Advance and (z) the Borrowing Base. (c) The Borrower may, with Funding Account or the written consent instructions for disbursement of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 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 AgentAdvance. Each additional Lender such Borrowing Notice shall become a party hereto by executing be irrevocable and delivering binding on Borrower. Notwithstanding any other provision of this Agreement, Borrower shall not be entitled to request, or to elect to convert or continue, any Advance if the Administrative Agent, Interest Period requested with respect thereto would end after the Collateral Agent, the Collateral Manager and the Borrower a Transferee Letter and a Joinder SupplementScheduled Maturity Date.

The Advances. (a) During Subject to the Reinvestment terms and conditions set forth herein, (i) each Lender severally agrees to make a loan in Dollars to Borrower on the Closing Date in the amount of such L▇▇▇▇▇’s Initial Commitment as set forth on Schedule I hereto by making immediately available funds available to Administrative Agent (or an account designated by Administrative Agent) (any such loan, an “Initial Advance”), (ii) from time to time during the Delayed Draw Availability Period, each Lender severally agrees to make a loan in Dollars to Borrower on the applicable Delayed Draw Advance Date in the amount set forth in the applicable Borrowing Notice, such amount not to exceed such L▇▇▇▇▇’s Delayed Draw Commitment as set forth on Schedule I hereto less the principal amount of Delayed Draw Advances (excluding interest paid in kind) previously extended by such Lender, ‎by making immediately available funds available to Administrative Agent (or an account designated by Administrative Agent) (any such loan, a “Delayed Draw Advance”) and (iii) any Lender that agrees to provide a Subsequent Commitment to make an Advance on any Subsequent Advance Date pursuant to Section 2.19 shall make a loan in Dollars to Borrower on such Subsequent Advance Date in the amount of such Lender’s Subsequent Commitment with respect to such date by making immediately available funds available to Administrative Agent (or an account designated by Administrative Agent) (any such loan, a “Subsequent Advance” and, together with the Initial Advances and any Delayed Draw Advances, the “Advances”). After Administrative Agent’s receipt of such funds on the Closing Date, the Delayed Draw Advance Date or the Subsequent Advance Date, as applicable, and upon fulfillment of the conditions set forth in Section 4.01 (and, in the case of Subsequent Advances, Section 2.19(b)), Administrative Agent shall make such funds as it has received available to Borrower by depositing such funds into the Funding Account; provided that Administrative Agent shall, at Borrower’s request, net any Advance due to Borrower against any amount payable by Borrower to the Lenders hereunder in accordance with each L▇▇▇▇▇’s respective Applicable Percentage. Following the Closing Date or any Subsequent Advance Date, as the case may be, the unused portion of the Commitments with respect to such date shall be permanently terminated. Immediately following the last Business Day of the Delayed Draw Availability Period, any unused portion of the Delayed Draw Commitments shall be permanently terminated. Borrower may, at its option, request terminate or reduce the Lenders Delayed Draw Commitments on a Pro Rata Basis at any time and from time to make advances time upon delivery by Borrower of funds (eachan irrevocable written notice to Administrative Agent, an “Advance”) under this Agreement pursuant who shall give to a Funding Notice; providedeach Lender prompt notice thereof, howevernot later than 12:00 p.m., that no Lender shall be obligated to make any Advance New York City time, on or after the date that is two three (23) 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 date of the Termination Date any such reduction 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 declarationtermination. (b) Following Any Advance or any portion thereof, once prepaid or repaid, may not be reborrowed. (c) At any time, Borrower shall use the receipt same reference interest rate with respect to all Advances hereunder. (d) Each Delayed Draw Advance shall be in a minimum aggregate principal amount of $50 million. The Delayed Draw Advances shall be made on a Funding Notice during the Reinvestment Period and subject to the terms and conditions hereinafter set forth, proportional basis among the Lenders shall fund such Advance. Notwithstanding anything in proportion to their respective Tier 1 Delayed Draw Commitments until the contrary hereinTier 1 Delayed Draw Commitments have been utilized in full, no Lender and then in proportion to their respective Tier 2 Delayed Draw Commitments until the Tier 2 Delayed Draw Commitments have been utilized in full; provided that the Delayed Draw Advances made on the First Amendment Effective Date shall be obligated to make any Advance ifmade in such a manner that, immediately after giving effect to such Advance and Delayed Draw Advances, the addition to the Collateral Applicable Percentage of the Eligible Loans to each Lender shall be acquired by the Borrower with the proceeds of as indicated on Schedule I hereto, it being agreed that such Advance, (i) in the reasonable discretion of any such Lender, a Default or Event of Default would be expected to result therefrom or (ii) the aggregate Delayed Draw Advances Outstanding would exceed the Borrowing Baseshall utilize solely Tier 1 Delayed Draw Commitments. (ce) The At least one Business Day prior to the Closing Date or at least three Business Days prior to any Delayed Draw Advance Date or Subsequent Advance Date, as the case may be, Borrower may, with shall deliver a Borrowing Notice to Administrative Agent requesting the written consent borrowing of the Administrative AgentAdvances on the Closing Date or any Delayed Draw Advance Date or Subsequent Advance Date, add additional Persons who satisfy as the requirements set forth in Section 12.16 as Lenders and increase the Commitments hereundercase may be; provided that the Commitment of any Lender may Borrower shall only be increased with required to provide a Borrowing Notice in respect of the Delayed Draw Advance Date occurring on the First Amendment Effective Date at least one Business Day prior written consent of to 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 Supplementdate.

The Advances. (a) During Subject to the Reinvestment Periodterms and conditions set forth herein, the Borrower may, at its option, request the Lenders each Lender severally agrees to make advances a loan in Dollars to Borrower on each Funding Date in an amount equal to the Requested Amount for such Funding Date multiplied by such Lender’s Applicable Percentage (up to an aggregate amount equal to the amount of funds such Lender’s Commitment as set forth on Schedule I hereto) (eachany such loan, an “Advance”) under this Agreement pursuant ). After Administrative Agent’s receipt of such funds on the relevant Funding Date, and upon fulfillment of the conditions set forth in Article 4, Administrative Agent shall make such funds as it has received available to a Borrower by depositing such funds into the Funding NoticeAccount; providedprovided that Administrative Agent shall, howeverat Borrower’s request, that no Lender net any Advance due to Borrower against any amount payable hereunder in accordance with each Lender’s respective Applicable Percentage. The Commitments shall be obligated to make permanently reduced on a dollar-for-dollar basis by the aggregate amount of Advances made on any Advance Funding Date. Any remaining Commitments shall terminate on or after the date that is two earliest of (2i) Business Days prior to the Reinvestment Period Drawdown End Date, unless (ii) the Borrower has entered into a binding commitment to purchase an Eligible Loan prior to the declaration occurrence of the Termination Tranche 2 Closing Date or (as defined in the Reinvestment Period End Date pursuant to Section 9.2(aShare Purchase Agreement) and (iii) the related Advance Date is not more than thirty (30) days after such declarationtermination of the Share Purchase Agreement. Borrower may, at any time, terminate all or any part of the Commitments by notifying the Administrative Agent in writing and making any payments required under Section 2.04(a). (b) Following Any Advance or any portion thereof, once prepaid or repaid, may not be reborrowed. (c) At least two Business Days prior to each Funding Date, Borrower shall so notify Administrative Agent in writing in substantially the receipt form of Exhibit I (a “Borrowing Notice”), and such Borrowing Notice shall include the total amount to be drawn on such Funding Notice during Date (the Reinvestment Period and subject “Requested Amount”); provided that (x) with respect to the terms and conditions hereinafter set forthFirst Funding Date, the Lenders shall fund such Advance. Notwithstanding anything Requested Amount must be less than or equal to the contrary hereinMaximum Aggregate Commitment Amount, no Lender shall (y) with respect to the Second Funding Date, the Requested Amount must be obligated less than or equal to make the excess of the Maximum Aggregate Commitment Amount over the aggregate amount of all Advances made with respect to the First Funding Date, and (z) with respect to any Advance ifFunding Date, the Requested Amount must be less than or equal to an amount that would result in (i) the LTV Ratio exceeding the LTV Margin Call Level and (ii) if the LTV Ratio would exceed 50%, the LTPP Ratio exceeding 50%, in each case, after giving effect to the Advance of such Advance amount (and the addition to the related delivery of Collateral of the Eligible Loans to be acquired by the Borrower with the proceeds of such Advance, (i) in the reasonable discretion of any such Lender, a Default or Event of Default would be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing BaseShares). (c) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 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.

The Advances. (a) During The parties hereto agree and acknowledge that (i) each Lender severally made a loan in Dollars to Borrower on the Reinvestment PeriodAdvance Date in an amount equal to the amount of such Lender’s Initial Commitment as set forth on Schedule I-A hereto (any such loan referred to in this clause (a), an “Initial Advance”) and (ii) upon the funding of the Initial Advances on the Advance Date, all of the Initial Commitments of the Lenders were terminated. (b) Subject to the terms and conditions set forth herein, each Subsequent Advance Lender severally agrees to make a loan in Dollars to Borrower on the Subsequent Advance Date by wire transfer in immediately available funds, in an amount not to exceed the amount of such Subsequent Advance Lender’s Subsequent Commitment as set forth on Schedule I-B hereto on the Subsequent Advance Date (any loan made pursuant to this clause (b), a “Subsequent Advance”, the Borrower maySubsequent Advances together with the Initial Advances, at its optionthe “Advances”, request the Lenders to make advances of funds (and each, an “Advance”) under this Agreement pursuant to a Funding Notice); providedprovided that, howeverif the LTV Ratio on the Subsequent Advance Date would otherwise be greater than the Subsequent LTV Ratio (but calculated for such purpose based on the relevant Reference Prices as of the second Scheduled Trading Day immediately preceding the Subsequent Advance Date), that no Lender such Subsequent Commitments shall be obligated to make reduced, on a Pro Rata Basis, such that the LTV Ratio on the Subsequent Advance Date (but calculated for such purpose based on the relevant Reference Prices as of the second Scheduled Trading Day immediately preceding the Subsequent Advance Date) will equal the Subsequent LTV Ratio; provided further that the Administrative Agent shall, at Borrower’s request, net counsel fees payable by Borrower hereunder in accordance with each Subsequent Advance Lender’s respective Applicable Percentage, against any such Subsequent Advance. Upon the funding of the Subsequent Advances on the Subsequent Advance Date, the Subsequent Commitments shall terminate. (c) Borrower may, at any time, terminate all or any part of the Subsequent Commitments by notifying the Administrative Agent in writing. If not terminated previously, all Subsequent Commitments shall terminate on the last day of the Subsequent Availability Period. (d) Any Advance or after the date that is two any portion thereof, once prepaid or repaid, may not be re-borrowed. (2e) (i) At least three (3) Business Days prior to the Reinvestment Period End Date, unless the Borrower has entered into a binding commitment any date on which any Initial Advance will be required to purchase an Eligible Loan be made hereunder or (ii) one (1) Business Day prior to any date on which any Subsequent Advance will be required to be made hereunder, Borrower shall so notify Administrative Agent; provided that, if such notice is delivered after 10:00 am New York time on any Business Day, such notice will be deemed delivered on 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. (b) Following the receipt following Business Day. A notice of a Funding Notice during request for an Advance (a “Borrowing Notice”) shall be in writing in substantially the Reinvestment Period and subject to form of Exhibit I, specifying therein: (w) the terms and conditions hereinafter set forth, the Lenders shall fund date of such Advance. Notwithstanding anything to the contrary herein, no Lender which shall be obligated to make any Advance ifa Business Day, after giving effect to such Advance and (x) the addition to the Collateral of the Eligible Loans to be acquired by the Borrower with the proceeds aggregate amount of such Advance, (i) in the reasonable discretion of any such Lender, a Default or Event of Default would be expected to result therefrom or (iiy) the aggregate Advances Outstanding would exceed Funding Account or the Borrowing Base. (c) The Borrower may, with the written consent instructions for disbursement of the Administrative Agent, add additional Persons who satisfy Advance and (z) whether Borrower is delivering a PIK Interest Election Notice for the requirements set forth first Interest Period applicable to such Advance (in Section 12.16 as Lenders and increase which case such Borrowing Notice will take the Commitments hereunder; provided that the Commitment place of any Lender may only be increased with the prior written consent of a PIK Interest Election Notice for such Lender and the Administrative AgentInterest Period). Each additional Lender such Borrowing Notice shall become a party hereto by executing be irrevocable and delivering binding on Borrower. Notwithstanding any other provision of this Agreement, Borrower shall not be entitled to request, or to elect to convert or continue, any Advance if the Administrative Agent, Interest Period requested with respect thereto would end after the Collateral Agent, the Collateral Manager and the Borrower a Transferee Letter and a Joinder SupplementScheduled Maturity Date.

The Advances. (a) During Lender agrees, on the Reinvestment Periodterms and conditions set forth herein, the Borrower may, at its option, request the Lenders to make advances of funds loans in Dollars to Borrower (eacheach such loan, an “Advance”) under this Agreement pursuant ), from time to a Funding Noticetime, on any Business Day during the period from the Closing Date until the Maturity Date, in an aggregate principal amount not to exceed, at any time outstanding, the Facility Limit; provided, however, that no Lender shall not be obligated to make any an Advance on (i) following the occurrence of a Default or after an Event of Default, (ii) if a Margin Deficiency exists or would result therefrom, (iii) if an Excess Amount exists or would result therefrom, or (iv) if such Advance would result in the date that is two (2) 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 aggregate amount of the Termination Date Advances exceeding the amount permitted to be borrowed under applicable Law, including Regulation U 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.X. (b) Following Each Advance shall be made on written notice (a “Notice of Borrowing”) from Borrower to Lender, given no later than 1:00 p.m. on the receipt of a Funding Notice during the Reinvestment Period and subject Business Day prior to the terms and conditions hereinafter set forth, the Lenders shall fund requested date for such Advance. Notwithstanding anything to the contrary herein, no Lender Each Notice of Borrowing shall be obligated to make any Advance ifin substantially the form of Exhibit A hereto, after giving effect to such Advance and specifying therein (i) the addition to the Collateral of the Eligible Loans to be acquired by the Borrower with the proceeds requested date of such Advance, (i) in the reasonable discretion of any such Lenderwhich must be a Business Day, a Default or Event of Default would be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed amount of such Advance, and (iii) the account to which such Advance shall be made. Borrower shall provide Lender with all information required in a Notice of Borrowing, including schedules thereto. If a Notice of Borrowing Baseis not delivered by the time referred to above then, it shall be deemed to have been given on the next Business Day. (c) The Each Notice of Borrowing shall be irrevocable and binding on Borrower. Borrower mayshall indemnify Lender against any loss, with cost or expense reasonably incurred by Lender or any of its Affiliates as a result of any failure by Borrower to borrow such Advance (including as a result of Borrower’s failure to fulfill, on or before the written consent date of an Advance, the Administrative Agent, add additional Persons who satisfy the requirements applicable conditions set forth in Section 12.16 Article III) and the liquidation or re-employment of deposits or other funds acquired by Lender (or any such Affiliate) to fund any Advance to be made by Lender as Lenders and increase the Commitments hereunder; provided that the Commitment of any Lender may only be increased with the prior written consent part of such borrowing. A certificate of Lender as to the amount of such losses, costs and expenses, submitted to Borrower by ▇▇▇▇▇▇ and showing in reasonable detail the basis for the calculation thereof, shall be conclusive as to the amount of such losses, costs and expenses, absent manifest error. The obligation of Borrower in this subsection (c) shall survive the termination of the Facility and the Administrative Agent. Each additional Lender shall become a party hereto by executing and delivering to repayment, satisfaction or discharge of all the Administrative Agent, the Collateral Agent, the Collateral Manager and the Borrower a Transferee Letter and a Joinder Supplementother Obligations.

The Advances. (a) During the Reinvestment PeriodEach Lender severally agrees, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under this Agreement pursuant to a Funding Notice; provided, however, that no Lender shall be obligated to make any Advance on or after the date that is two (2) 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. (b) Following the receipt of a Funding Notice during the Reinvestment Period and subject to the terms and conditions hereinafter set forth, to make one or more loans (each, a “Revolving Advance”) to the Borrower from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name on Schedule 2.01 or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Agent pursuant to Section 8.07(d), as such amount may be reduced pursuant to Section 2.05 (such Lender’s “Commitment”). Each Borrowing of Revolving Advances shall be in the aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Revolving Advances of the same Type made on the same day by the Lenders shall fund such Advanceratably according to their respective Commitments. Notwithstanding anything Within the limits of each Lender’s Commitment, the Borrower may borrow under this Section 2.01, prepay pursuant to the contrary herein, no Lender shall be obligated to make any Advance if, after giving effect to such Advance Section 2.10 and the addition to the Collateral reborrow under this Section 2.01. The aggregate amount of the Eligible Loans to be acquired by Commitments on the Effective Date is $2,000,000,000. (b) As of the Revolving Credit Termination Date, the Borrower with shall have the proceeds option to convert (the “Term Conversion”) all outstanding Revolving Advances to term loans (each, a “Term Advance”) in the same principal amount outstanding as the Revolving Advances outstanding as of the Revolving Credit Termination Date (the date on which the Term Conversion occurs being referred to herein as the “Term Conversion Date”); provided, however, that any such Advance, conversion shall not be effective unless the following conditions are satisfied: (i) in the reasonable discretion Borrower shall have provided to the Agent a Notice of any such Lender, a Default or Event of Default would be expected Borrowing with respect to result therefrom or the Term Conversion at least ten Business Days prior to the Term Conversion Date; and (ii) the aggregate Advances Outstanding would exceed Borrower shall have paid all fees and expenses then due hereunder, including the Borrowing Base. (c) The Borrower mayTerm Conversion Fee, with for the written consent ratable account of the Administrative AgentLenders. Term Advances may be Base Rate Advances or Eurodollar Rate Advances, add additional Persons who satisfy as further provided herein. The Term Advances may be prepaid in whole or in part prior the requirements set forth in Termination Date without penalty or premium (subject to Section 12.16 as Lenders and increase the Commitments hereunder; provided that the Commitment of any Lender 2.11). Once repaid or prepaid, Term Advances may only not 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 Supplementreborrowed.

The Advances. (a) During the Reinvestment Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under this Agreement pursuant to a Funding Notice; provided, however, that no Lender shall be obligated to make any Advance on or after the date that is two (2) 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; provided, further, that no Lender shall be obligated to make any Advance if such Advance would result in such Lender exceeding its Commitment. (b) 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 reasonable 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. (c) The So long as no Event of Default has occurred and is continuing, the Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 12.16 (and subject to recordation in the Register) as Lenders and and, upon prior written notice to the Lenders, increase the Commitments hereunderhereunder (up to $550,000,000); provided that the Commitment of any Lender may only be increased with the prior written consent of such Lender Lender, in its sole discretion, 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. (d) The Borrower may, within 90 days but not less than 30 days prior to the Reinvestment Period End Date, make a request to the Lenders to extend the Reinvestment Period End Date for an additional period of one or more years, which response to such request shall be delivered to the Borrower (with failure to deliver such response deemed a denial of such request). Upon mutual agreement among the Administrative Agent, each of the relevant Lenders, the Borrower and the Collateral Manager, the Reinvestment Period End Date shall be extended. The Borrower confirms that any of the Lenders or the Administrative Agent, in their sole and absolute discretion, without regard to the value or performance of the Loans or any other factor, may elect not to extend the Reinvestment Period End Date.

The Advances. (a) During the Reinvestment Period, the Borrower may, at its option, request Each Advance shall be made as part of a Borrowing consisting of Advances made by the Lenders ratably in accordance with their respective Commitments; provided, however, that the failure of any Lender to make advances any Advance shall not in itself relieve any other Lender of funds its obligation to lend hereunder (each, an “Advance”) under this Agreement pursuant to a Funding Notice; providedit being understood, however, that no Lender shall be obligated responsible for the failure of any other Lender to make any Advance on or after the date required to be made by such other Lender). The Advances comprising any Borrowing shall be in an aggregate principal amount that is two an integral multiple of $1,000,000 and not less than $5,000,000 (2) Business Days prior or an aggregate principal amount equal to the Reinvestment Period End Date, unless the Borrower has entered into a binding commitment to purchase an Eligible Loan prior to the declaration remaining balance 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 declarationavailable Commitments). (b) Following Each Borrowing shall be comprised entirely of Eurodollar Advances or Base Rate Advances, as the receipt Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of a Funding Notice during such Lender to make such Advance; provided that any exercise of such option shall not affect the Reinvestment Period and subject obligation of the Borrower to repay such Advance in accordance with the terms of this Agreement. Subject to Section 2.01(c), Borrowings of more than one Type may be outstanding at the same time. (c) Each Lender shall make each Advance to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the terms Administrative Agent in New York, New York, not later than 12:00 noon, and conditions hereinafter set forththe Administrative Agent shall, by 2:00 P.M., credit the Lenders shall fund such Advance. Notwithstanding anything amounts so received to the contrary herein, no Lender shall be obligated account or accounts specified from time to make any Advance if, after giving effect to such Advance and the addition to the Collateral of the Eligible Loans to be acquired time in one or more notices delivered by the Borrower with to the proceeds Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such AdvanceBorrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this subsection (c) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Borrower (without waiving any claim against such Lender for such Lender’s failure to make such portion available) severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the reasonable discretion case of any the Borrower, the interest rate applicable at the time to the Advances comprising such Borrowing and (ii) in the case of such Lender, a Default or Event of Default would be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed Federal Funds Effective Rate; provided, however, that should both the Borrowing Base. (c) The Borrower mayand such Lender repay the Administrative Agent in accordance with this sentence, with the written consent Administrative Agent will forthwith return the amount in excess of the Administrative Agent, add additional Persons who satisfy portion due to it under this sentence to the requirements set forth in Section 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 Borrower. If such Lender and the Administrative Agent. Each additional Lender shall become a party hereto by executing and delivering repay to the Administrative AgentAgent such corresponding amount, the Collateral Agent, the Collateral Manager and the Borrower a Transferee Letter and a Joinder Supplementsuch amount shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement.

The Advances. (a) During Subject to the Reinvestment Periodterms and conditions set forth herein, each Lender made a loan in Dollars to Borrower on the Funding Date in the amount of such L▇▇▇▇▇’s Initial Commitment by making immediately available funds available to Administrative Agent (or an account designated by Administrative Agent) (such loan, collectively with such loans of all other Lenders, the “Initial Advance”). After Administrative Agent’s receipt of such funds on the Funding Date, and upon fulfillment of the conditions set forth in Article 4, Administrative Agent made such funds as it had received available to Borrower mayby depositing such funds into the Funding Account. Following the making of the Initial Advance to Borrower on the Funding Date, at its optionthe unused portion of the Initial Commitment was permanently terminated. (b) Subject to the terms and conditions set forth herein, request the Lenders (i) each Lender severally agrees to make advances a loan in Dollars to Borrower from time to time on any Delayed Draw Funding Date during the Delayed Draw Availability Period in the amount of such L▇▇▇▇▇’s Delayed Draw Commitment by making immediately available funds available to Administrative Agent (eachor an account designated by Administrative Agent) (such loan, an collectively with such loans of all other Lenders, the “Delayed Draw Advance”) under this Agreement pursuant ). After Administrative Agent’s receipt of such funds on any Delayed Draw Funding Date, and upon fulfillment of the conditions set forth in Article 4, Administrative Agent shall make such funds as it has received available to a Borrower by depositing such funds into the Funding Account; provided that, if so requested by Borrower in the Borrowing Notice, and subject to fulfillment of the conditions set forth in Article 4, each Lender shall make its respective portion of the Delayed Draw Advance available to Borrower by depositing such funds into the Funding Account; provided, howeverfurther, that no Administrative Agent or each Lender, as the case may be, shall, at Borrower’s request, net the Delayed Draw Advance (or its applicable portion thereof) due to Borrower against any amount payable by Borrower to such Lender hereunder in accordance with such L▇▇▇▇▇’s respective Applicable Percentage. On the Delayed Draw Termination Date, the unused portion of the Delayed Draw Commitment, if any, shall be obligated permanently terminated. (c) Any Advance or any portion thereof, once prepaid or repaid, may not be reborrowed. (d) Subject to make any Advance Section 2.14, all Advances shall be SOFR Advances. (e) No later than 5:00 p.m. on or after the date that is two at least three (23) Business Days prior to the Reinvestment Period End date on which any Advance will be required to be made hereunder (or such shorter period as Administrative Agent may agree), Borrower shall notify Administrative Agent of its request for any Advance on the Funding Date or any Delayed Draw Funding Date, unless the Borrower has entered into as applicable, by providing 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. (b) 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 reasonable discretion of any such Lender, a Default or Event of Default would be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. (c) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 12.16 as Lenders and increase the Commitments hereunderNotice; provided that the principal amount of each Advance so requested shall not be less than $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or the remaining Delayed Draw Commitment if the outstanding principal amount of Delayed Draw Commitments is less than $1,000,000). Administrative Agent shall promptly notify each Lender of the amount of its portion of any Lender may only be increased Advance in accordance 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 SupplementLender’s Applicable Percentage.

The Advances. (a) During the Reinvestment Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under this Agreement pursuant to a Funding Notice; provided, however, that no Lender shall be obligated to make any Advance on or after the date that is two (2) 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. (b) Following the receipt of a Funding Notice during the Reinvestment Period and subject to On the terms and conditions hereinafter set forth, from time to time from the Closing Date until the end of the Reinvestment Period, the Borrower may request that the Lenders shall fund such make advances for the purpose of financing Eligible Loan Assets (each, an “Advance. Notwithstanding anything ”), secured by the Collateral Portfolio, (x) to the contrary hereinBorrower for the purpose of purchasing Eligible Loan Assets or (y) to the Unfunded Exposure Account in an amount up to the Aggregate Unfunded Exposure Amount. Other than pursuant to Section 2.02(f), under no circumstances shall any Lender shall be obligated required to make any Advance if, if after giving effect to such Advance and the addition to the Collateral Portfolio of the Eligible Loans to be Loan Assets being acquired by the Borrower with using the proceeds of such Advance, (i) in the reasonable discretion of any such Lender, a Default or an Event of Default has occurred (and has not been waived), or would be expected to result therefrom, or an Unmatured Event of Default exists or would result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. Notwithstanding anything to the contrary herein, no Lender shall be obligated to provide the Borrower (or to the Unfunded Exposure Account, if applicable) with aggregate funds in connection with an Advance that would exceed such ▇▇▇▇▇▇’s unused Commitment then in effect. (cb) The Borrower may, with the written consent Each of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 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 hereby represents and a Joinder Supplementwarrants that they intend the Advances made hereunder to constitute “loans” and not “securities” for purposes of Section 8-102(15) of the UCC.