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 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 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 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 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 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 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 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 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 : (a) to make Tranche 1 Advances denominated in Sterling 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 Lenderevent that the Target Acquisition is consummated pursuant to a Scheme, a Default or Event of Default would be expected to result therefrom or on one date during the applicable Availability Period and (ii) in the event that the Target Acquisition is consummated pursuant to an Offer, from time to time on any Business Day during the applicable Availability Period, in each case in an aggregate principal amount not to exceed such Lender’s outstanding Tranche 1 Commitment immediately prior to the making of such Tranche 1 Advance; and (b) to make Tranche 2 Advances denominated in Sterling to the Borrower (i) in the event that the Target Acquisition is consummated pursuant to a Scheme, on one date during the applicable Availability Period and (ii) in the event that the Target Acquisition is consummated pursuant to an Offer, from time to time on any Business Day during the applicable Availability Period, in each case in an aggregate principal amount not to exceed such Lender’s outstanding Tranche 2 Commitment immediately prior to the making of such Tranche 2 Advance; provided, that no Tranche 2 Advances may be drawn unless, upon or after giving effect to the making of such Tranche 2 Advances (together with any concurrent Tranche 1 Advances), there are no undrawn Tranche 1 Commitments outstanding. Each Borrowing shall be in an aggregate amount equal to the Borrowing Minimum or a Borrowing Multiple in excess thereof and shall consist of Advances of the same Class made on the same day by the Lenders ratably according to their respective relevant Commitments. Upon the making of any Advance by a Lender, such Lender’s Commitment will be permanently reduced by the aggregate Advances Outstanding would exceed the Borrowing Base. (c) principal amount of such Advance. The Borrower maymay prepay Advances pursuant to Section 2.08; provided, 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 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 once repaid.

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 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 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 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 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 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 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. (a1) During Each Operating Lender severally, and not jointly and severally, agrees on the Reinvestment Periodterms and conditions of this Agreement and in accordance with the applicable Borrowing Notice, the Borrower may, at its option, request the Lenders to make advances of funds (eachAdvances to SGC under the Operating Facility, an “Advance”) under this Agreement pursuant from time to a Funding Notice; provided, however, that no Lender shall be obligated to make time on any Advance on or after the date that is two (2) Business Days Day 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 Relevant Repayment Date in respect of the Termination Operating Facility. Each Term A Lender severally, and not jointly and severally, agrees on the terms and conditions of this Agreement and in accordance with the applicable Borrowing Notice, to make Accommodations to SGC under the Term A Facility on the Purchase Price Adjustment Date or as provided in Section 2.02(3). Each Term B Lender severally, and not jointly and severally, agrees on the Reinvestment Period End terms and conditions of this Agreement and in accordance with the applicable Borrowing Notice, to make Advances to each Borrower under the Term B Facility on the Closing Date pursuant to as provided in Section 9.2(a) and 2.02(4). The Swingline Lender agrees on 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 terms and subject to the terms conditions of this Agreement to make Canadian Prime Rate Advances and Base Rate (Canada) Advances to SGC on any Business Day not less than seven days prior to the Relevant Repayment Date in respect of the Operating Facility. (2) Each Borrowing shall be in the aggregate minimum amount and in an integral multiple of the amount set forth in Schedule 5. Each Borrowing shall be made to the applicable Borrower on the same day rateably by the relevant Lenders and in the aggregate minimum amount and in an integral multiple of the amount set forth in Schedule 5. (3) Upon receipt by the Swingline Lender of a notice from the Agent that one or more of the applicable conditions hereinafter set forthspecified in Article 6 are not then satisfied, no further Swingline Advances shall be made. Upon receipt of such notice or a notice from the Agent that an Event of Default has occurred and is continuing, the Lenders shall fund such Advance. Notwithstanding anything Swingline Lender may, in its sole discretion, give notice to the contrary hereinAgent (who shall notify the Operating Lenders and SGC) that its outstanding Swingline Advances shall be funded with a Borrowing under the Operating Facility (provided that such notice shall be deemed to have been given upon the occurrence of a demand pursuant to an Event of Default) in which case a Borrowing of Advances under the Operating Facility (each such Borrowing, no a “Mandatory Borrowing”) shall be made on the next Business Day by all Operating Lenders so that immediately after the Mandatory Borrowing, each Operating Lender shall be obligated to make any Advance if, after giving effect to such Advance share rateably in the Accommodations Outstanding under the Operating Facility (based on their respective Lender’s Operating Commitment) and the addition proceeds shall be applied directly by the Agent to repay Accommodations Outstanding to the Collateral Swingline Lender. If a Mandatory Borrowing cannot for any reason be made on the date required above or the Operating Lenders for any reason would not following such Mandatory Borrowing share rateably in the aggregate amount of the Eligible Loans Accommodations Outstanding under the Operating Facility, each Operating Lender shall forthwith purchase from the Swingline Lender and each other Operating Lender, such participations in the Accommodations Outstanding of the Swingline Lender or other Operating Lenders as shall be necessary to be acquired cause the Operating Lenders to share in such Accommodations based upon the proportion which each Lender’s Operating Commitment bears to the amount of the Operating Commitment at such time. Each Lender shall make Advances pursuant to a Mandatory Borrowing in the amount and in the manner specified in writing by the Borrower with the proceeds of such Advance, Agent notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required under this Agreement; (ii) that the conditions specified in the reasonable discretion of Article 6 are not satisfied; (iii) that any such Lender, a Default or Event of Default would be expected to result therefrom or has occurred and is continuing; (iiiv) 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 date of such Lender Mandatory Borrowing; and (v) any reduction in 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 SupplementOperating Commitment after any Swingline Advances were made.

The Advances. Upon the terms and subject to the conditions set forth in this Agreement, each Lender agrees severally, but not jointly, to make its pro rata share of the Advances to the Borrower on any Business Day during the period from the Closing Date to the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount in Dollars (aor its equivalent in Euros as herein provided) During set opposite such Lender’s name in Schedule II hereof or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Reinvestment PeriodRegister maintained by the Agent and in a revised Schedule II prepared accordingly by the Agent. Total Advances outstanding on any date shall not exceed the total Commitments for such date, which initially is Eighty Million Dollars ($80,000,000) and which shall be reduced permanently on each Reduction Date in accordance with Section 2.05 hereof and Schedule X. If the Closing Date has not occurred prior to the Termination Date, on the Termination Date, the Borrower mayLenders’ total Commitments shall be reduced to zero (0), 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 not have any obligation to make any Advance hereunder, and the Lenders’ obligations shall terminate hereunder. Advances may be made as (i) Base Rate Advances or (ii) EURIBO Rate Advances or LIBO Rate Advances, or both. All fundings constituting an Advance shall be made on or after the date that is two (2) Business Days prior same day by the Lenders ratably according to their respective Commitments. Within the Reinvestment Period End Date, unless the Borrower has entered into a binding commitment to purchase an Eligible Loan prior to the declaration limits 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 then applicable total Commitments, and subject to the terms and conditions hereinafter set forthof this Agreement, the Lenders shall fund such Advance. Notwithstanding anything to the contrary Borrower may borrow, repay and reborrow, on a revolving basis, in Euros and/or Dollars as provided herein, no Lender shall be obligated up to make an aggregate outstanding amount at any Advance if, after giving effect time not 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 Basetotal Commitments in effect at such time. (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. Subject to the terms of this Agreement, the Lender agrees to lend to the Borrower from time to time in an aggregate principal amount 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 Termination Date, $10,000,000, and (ii) if the 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 herewith 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 Los Angeles, California are authorized or required by law to be closed (each such date, a "Business Day") that is prior to the Termination Date (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 7 hereof 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 be expected to result therefrom or (ii) exist after the aggregate Advances Outstanding would exceed the Borrowing Base. making of any Advance on such Funding Date; (c) The Borrower mayif 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, in connection with the written consent first Advance, (A) a legal opinion from counsel to the Borrower, in the form of Exhibit C attached hereto, and (B) the Administrative AgentSecured Note (as defined below) duly executed by the Borrower; (e) the Borrower shall have delivered to the Lender all documents to be delivered with respect to the Mortgage Loans being pledged on such Funding Date, add additional Persons who satisfy including without limitation the requirements information specified in Schedule 1 with respect to each Mortgage Loan; (f) The Lender shall have ascertained that there are no material deficiencies with respect to the Mortgage Loan Documents (as defined below) related to such Advance, by no later than 5:00 p.m. two Business Days before such Funding Date; (g) the Lender shall have received a guaranty (the "Guaranty") substantially in the form set forth in Section 12.16 as Lenders Exhibit I attached hereto, fully executed by each shareholder of Borrower; (h) the Lender shall have received a copy of the Mortgage Loan Subservicing Agreement, if any, in respect of the Mortgage Loans relating to such Advance, which Mortgage Loan Subservicing Agreement shall be in form and increase substance acceptable to the Commitments hereunder; provided that Lender; (i) each rescission period, under applicable federal, state or local law, in respect of the Commitment of any Lender may only be increased Mortgage Loans being pledged in connection with the prior written consent of Advance being made on such Lender Funding Date shall have expired, and the Administrative Agent. Each additional Lender shall become a party hereto by executing have received evidence satisfactory to it to that effect; and (j) any general conditions for the making of Advances, specified in Section 2 below, have been satisfied and delivering will continue to the Administrative Agent, the Collateral Agent, the Collateral Manager and the Borrower a Transferee Letter and a Joinder Supplementbe satisfied if such Advance is made.

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 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 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 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 $200,000,000 (the Reinvestment Period End Date “Facility”). Each Advance shall be made at the same time and in the same principal amount as borrowings under the credit agreement to be entered into on the date hereof with Bank of America, N.A. (the “Bank of America Facility”), which credit agreement shall be identical in all material respects to this Agreement and shall provide for a committed revolving credit facility to be made available to the Borrowers in the same amount and on the same terms and conditions as the 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 below) (“Base Rate Advances”) or (B) on 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 third Business Days prior to such Advance for Advances bearing interest by reference to LIBOR (“Eurodollar Rate Advances”), which Notice of Borrowing sets forth the same information as is required to be included in comparable Revolving Credit Loan Requests delivered under the Existing Credit Agreement and an additional certification by the addition applicable Borrower that a borrowing under the Bank of America Facility has been requested to be made at the Collateral same time and in the same amount as the related Advance to be made hereunder by Citibank. 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 AdvanceAdvance available to the Borrower requesting such Advance at the account specified by such Borrower in the related Notice of Borrowing. All Notices of Borrowing may be delivered by telephone and 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 highest of (a) the rate of interest publicly announced by Citibank in New York, New York as its base rate in effect on such day and (b) the sum of (i) in the reasonable discretion ½ of any such Lender, a Default or Event of Default would be expected to result therefrom or 1% per annum and (ii) the aggregate Advances Outstanding would exceed Federal Funds Rate in effect on such day. Further, for purposes of this Agreement, the Borrowing Base. definition of “Interest Period” (cas incorporated herein by reference) The Borrower mayshall be deemed to mean periods ending seven days, with one month, two months or three months after (x) the written consent date of borrowing of the Administrative Agentapplicable Advance or (y) the last day of the preceding Interest Period, add additional Persons who satisfy subject to clauses (i), (iii) and (except in the requirements case of an Interest Period of seven days) (ii) of the definition of Interest Period 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 SupplementExisting Credit Agreement.

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 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 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.

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 to any Borrower from time to time on any Business Day during the period from the date hereof until the Termination Date in an aggregate amount as to all Borrowers not to exceed at any time outstanding the amount set opposite such Lender's name on Schedule II hereof, as such amount may be reduced pursuant to Section 2.5 or 6.2 (such Lender's "Commitment"). In no event shall any Borrower be entitled to request or receive 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, that would cause (i) in the reasonable discretion aggregate principal amount of any such Lender, a Default or Event Advances outstanding hereunder to exceed the aggregate of Default would be expected to result therefrom the Commitments for all of the Lenders or (ii) the aggregate principal amount of Advances Outstanding would outstanding to such Borrower to exceed the lesser of (A) such Borrower's Sublimit and (B) such Borrower's Short-Term Debt Limit. Each Borrowing Baseshall be in an aggregate amount not less than $10,000,000 or in an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day to any one Borrower by the Lenders ratably according to their respective Commitments. Within the limits of each Lender's Commitment, any Borrower may from time to time borrow, prepay pursuant to Section 2.8(b) and reborrow under this Section 2.1(a). (cb) The Borrower mayEach Borrowing shall be made on notice, with given (i) in the written consent case of a Borrowing consisting of Eurodollar Rate Advances, not later than 10:30 A.M. (New York City time) on the third Business Day prior to the date of the Administrative Agentproposed Borrowing; and (ii) in the case of a Borrowing consisting of Base Rate Advances, add additional Persons who satisfy not later than 10:30 A.M. (New York City time) on the requirements set forth in Section 12.16 as Lenders and increase day of the Commitments hereunder; provided that the Commitment of proposed Borrowing, by 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 Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof and of each other notice received from any Borrower hereunder by telex, telecopy, cable or telephone, confirmed immediately in writing. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telex, telecopy, cable or telephone, confirmed immediately in a writing signed by a duly authorized officer of such Borrower, in substantially the Collateral Agentform of Exhibit B hereto, specifying therein the name of the Borrower and the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) Interest Period for each such Advance. In the case of a proposed Borrowing comprised of Eurodollar Rate Advances, the Collateral Manager Administrative Agent shall promptly notify each Lender of the applicable interest rate under Section 2.7(a) or (b). Each Lender shall, before 12:00 noon (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at such account in New York, New York as the Administrative Agent shall designate, in same day funds, such Lender's ratable portion of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower a Transferee Letter and a Joinder Supplementdesignated in such Notice of Borrowing to receive such Advances at the Administrative Agent's aforesaid address in same day funds.

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 Borrower’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. (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. 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 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; 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 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 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. (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 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 the Reinvestment PeriodCitibank 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 (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 in an aggregate principal amount not to exceed $1,000,000,000 at any time outstanding (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) Each Advance shall be obligated to make any Advance if, after giving effect to such Advance and made on the addition same Business Day's notice for Advances bearing interest by reference to the Collateral Base Rate (as defined below) ("BASE RATE ADVANCES") and on three Business Days' notice for Advances bearing interest by reference to the Adjusted LIBO Rate ("EURODOLLAR RATE ADVANCES") subject to a notice of borrowing (a "NOTICE OF BORROWING") being delivered to Citibank not later than 11:00 A.M. (New York City time) on the applicable notice date which sets forth the same information and provides the same certifications and assurances as are required to be included in comparable Borrowing Request delivered under the 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 AdvanceAdvance available to the Borrower at the account specified by the Borrower in the related Notice of Borrowing. All Notices of Borrowing may be delivered by telephone and 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 higher of (a) the rate of interest publicly announced by Citibank in New York, New York as its base rate in effect on such day and (b) the sum of (i) in the reasonable discretion 1/2 of any such Lender, a Default or Event of Default would be expected to result therefrom or 1% per annum and (ii) the aggregate Advances Outstanding would exceed the Borrowing BaseFederal Funds Effective Rate in effect on such day. (c) The Facility shall be automatically terminated and the Borrower shall repay to Citibank the aggregate principal amount of all outstanding Advances, together with accrued and unpaid interest thereon, on the earlier of July __, 2003 and the date of the termination of the Facility in full pursuant to Section 1 hereof or Article VII of the Existing Credit Agreement as incorporated herein by reference (the "TERMINATION DATE"). Upon the issuance by the Borrower or any of its Subsidiaries of any debt security in the capital markets with a maturity in excess of one year and in an amount of $100,000,000 or more, the Facility shall automatically reduce by an amount equal to the net cash proceeds from any such issuance on the Business Day next following the date of receipt by the Borrower or its Subsidiaries of such proceeds. (d) The Borrower may, with upon at least three Business Days' notice to Citibank, terminate in whole or reduce in part the written consent unused portions of the Administrative AgentFacility. The Borrower shall, 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.on each date

The Advances. Each Lender severally agrees, on the terms and subject to the conditions set forth in this agreement, to make one or more advances (asuch advances, together with Auction Bid Advances as provided in subsection (b) During of this Section 2.01 to the Reinvestment Periodextent any Lender elects to make them, being the "Advances") to the Borrower mayfrom time to time on any Business Day during the period from the Effective Date to but excluding the 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, at its optionif such Lender has entered into one or more Assignments and Acceptances, request set forth for such Lender in the Lenders to make advances of funds (each, an “Advance”) under this Agreement Register maintained by the Agent pursuant to a Funding NoticeSection 9.04(d) (such amount, as it shall be reduced or terminated pursuant to this Section 2.01 or pursuant to Section 2.04, being such Lender's "Commitment"); provided, however, that no the Facility Usage shall not exceed the Facility. Notwithstanding anything herein to the contrary, for purposes of determining the amount of a Lender's Commitment in respect of an Advance (other than an Auction Bid Advance) requested by the Borrower, the outstanding amount of any Auction Bid Advances made by such Lender shall be obligated to make any Advance on or after disregarded. Each Borrowing consisting of Adjusted Eurodollar Rate Advances shall have the date that is two (2) Business Days prior to same Interest Period and shall be in an aggregate amount not less than $1,000,000. Each Borrowing consisting of Base Rate Advances shall be in an aggregate amount not less than $1,000,000. Within the Reinvestment Period End Datelimits of the foregoing, 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 may borrow under this Section 2.01(a), repay pursuant to Section 9.2(a2.05(a) or prepay pursuant to Section 2.09(a) and the related Advance Date is not more than thirty (30) days after such declarationreborrow under this Section 2.01(a). (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 Subject to the Reinvestment Periodterms and conditions set forth herein, each Lender severally agrees to make a loan in Dollars to the Borrower may, at its option, request on the Lenders Funding Date in an aggregate amount not to make advances exceed the amount of funds such L▇▇▇▇▇’s Commitment as set forth on Schedule I hereto (eachany such loan, an “Advance”) under this Agreement pursuant to a Funding Notice; provided, however, that no ). Any Lender providing an Advance shall be obligated to make any Advance on or after the date that is two (2) Business Days prior immediately available funds available to the Reinvestment Period End Administrative Agent (or an account designated by the Administrative Agent) on the Funding Date, unless as applicable, in the amount of such Advance. After Administrative Agent’s receipt of such funds on the Funding Date, as applicable, and upon fulfillment of the applicable conditions set forth in ‎Article 4, Administrative Agent shall: (i) if as of such date, each of the conditions set forth in Section 4.03(b)-(j) have been satisfied on the Funding Date, make such funds as it has received available to the Borrower has entered by depositing such funds into a binding commitment to purchase an Eligible Loan prior to the declaration of Funding Account; or (ii) otherwise, deposit such funds in the Termination Date Escrow Deposit Account. (b) Any Advance or the Reinvestment Period End Date pursuant to Section 9.2(aany portion thereof, once prepaid or repaid, may not be reborrowed. (c) and the related Advance Date is not more than At least thirty (30) days after such declaration. (b) Following the receipt of a Funding Notice during the Reinvestment Period and subject prior to the terms and conditions hereinafter set forth, the Lenders shall fund such Advance. Notwithstanding anything to the contrary herein, no Lender shall date on which any Advances will be obligated to make any Advance if, after giving effect to such Advance and the addition to the Collateral of the Eligible Loans required to be acquired by the made hereunder, Borrower with the proceeds of such Advance, shall so notify Administrative Agent (i) in the reasonable discretion of any such Lendernotice, 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 Commitment first such Borrowing Notice may be revocable by the Borrower, upon at least two Business Days’ notice that the Spectrum Acquisition will not be consummated as of the date of such requested Advance. (d) The Commitments shall be automatically and permanently reduced upon the making of any Lender may only be increased with Advance in the prior written consent amount equal to the principal amount of such Lender and the Administrative Agent. Each additional Lender shall become a party hereto by executing and delivering Advance. (e) Upon at least three (3) Business Days’ prior irrevocable written or telephonic notice to the Administrative Agent, the Collateral AgentBorrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Collateral Manager Commitments (any such telephonic notice shall be confirmed promptly by written notice thereof). (f) Each change in the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments or, if the Commitments have terminated, outstanding Advances. (g) The Commitments shall be automatically and permanently terminated upon the Borrower a Transferee Letter payment of the Ligado Framework Agreement Break-Up Fee in whole or in part. (h) The Commitments shall be automatically and a Joinder Supplementpermanently terminated if the Availability Period ends without the Funding Date occurring.

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 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 date hereof to and including the day prior to the Commitment Termination Date, in an aggregate amount outstanding not to exceed at any time 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 Administrative Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 (such Lender’s “Commitment”). Each Borrowing shall be in an aggregate amount not less than $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 shall fund such Advanceratably according to their respective Commitments. Notwithstanding anything Until the day prior to the contrary hereinCommitment Termination Date, within the limits of each Lender’s Commitment, the Borrower may from time to time borrow, repay pursuant to Section 2.05 or prepay pursuant to Section 2.10 and reborrow under this Section 2.01. In no Lender event shall the Borrower be obligated entitled to make request or receive any Advance ifthat would cause the aggregate principal amount of outstanding Advances to exceed the Commitments. (b) Any Lender may request that any Advances made by it be evidenced by one or more promissory notes. In such event, after giving effect the Borrower shall prepare, execute and deliver to such Advance and the addition Lender one or more promissory notes payable to the Collateral of the Eligible Loans to be acquired by the Borrower with the proceeds order of such AdvanceLender (or, (i) in the reasonable discretion of any if requested by such Lender, to such Lender and its assignees) and in 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 form approved by 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 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 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 date hereof to and including the day prior to the Commitment Termination Date, in an aggregate amount outstanding not to exceed at any time 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 Administrative Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04 (such Lender’s “Commitment”). Each Borrowing shall be in an aggregate amount not less than $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 shall fund such Advanceratably according to their respective Commitments. Notwithstanding anything Until the day prior to the contrary hereinCommitment Termination Date, within the limits of each Lender’s Commitment, the Borrower may from time to time borrow, repay pursuant to Section 2.05 or prepay pursuant to Section 2.10(b) and reborrow under this Section 2.01. In no Lender event shall the Borrower be obligated entitled to make request or receive any Advance ifthat would cause the aggregate principal amount of outstanding Advances to exceed the Commitments. (b) Any Lender may request that any Advances made by it be evidenced by one or more promissory notes. In such event, after giving effect the Borrower shall prepare, execute and deliver to such Advance and the addition Lender one or more promissory notes payable to the Collateral of the Eligible Loans to be acquired by the Borrower with the proceeds order of such AdvanceLender (or, (i) in the reasonable discretion of any if requested by such Lender, to such Lender and its assignees) and in 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 form approved by 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. (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 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.