Common use of Advances Clause in Contracts

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>

Advances. IfNo Lender shall be responsible for the failure or delay by any other Lender in its obligation to make its ratable share of a borrowing hereunder; provided, for however, that the failure of any reason in the conduct Lender to fulfill its obligations hereunder shall not relieve any other Lender of its safekeeping duties pursuant obligations hereunder. Unless the Agent shall have been notified by any Lender prior to Section 5 hereof or the date of any requested borrowing that such Lender does not intend to make available to the Agent its administration ratable share of the Fund's assets pursuant such borrowing to Section 6 hereofbe made on such date, the Custodian or Agent may assume that such Lender has made such amount available to the Agent on the date of such borrowing, and the Agent in reliance upon such assumption, may (in its sole discretion but without any Subcustodian advances monies obligation to facilitate settlement or otherwise for benefit of do so) make available to the Fund (whether or Borrower a corresponding amount. If such corresponding amount is not any Principal or Agency Account in fact made available to the Agent, the Agent shall be overdrawn either duringable to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Agent's demand therefor, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall Agent will promptly notify the Fund of any such Advances Borrower, and the time at which Borrower shall immediately pay such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies corresponding amount to the Fund, and in Agent. The Agent shall also be entitled to recover from the event that such Advance occurs, any transaction giving rise to an Advance shall be for Lender or the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assigneeBorrower, as the case may be, shall be entitled interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to utilize the available cash balance in Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments rate for the applicable borrowing pursuant to the extent necessary to recover payment Notice of all principal of, Borrowing and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to (ii) from a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of Lender at the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Federal Funds Rate.

Advances. If, Following receipt of a Loan Notice for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofa Facility, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian Administrative Agent shall promptly notify each Appropriate Lender of the Fund amount of its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Revolving Loans denominated in an Alternative Currency, in each case as described in Section 2.02(a). In the case of a Borrowing denominated in Dollars, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Dollars in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. In the case of a Borrowing denominated in an Alternative Currency, each Alternative Currency Tranche Revolving Lender shall make the amount of its Loan available to the Administrative Agent in the applicable Alternative Currency in Same Day Funds at the Administrative Agent’s Office not later than the Applicable Time specified by the Administrative Agent on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is an initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Loan Notice with respect to a Revolving Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Borrowing, first, shall be applied to the payment in full of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the FundL/C Borrowings, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may besecond, shall be entitled to utilize the made available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated Borrower as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>provided above.

Advances. IfOn the terms and conditions hereinafter set forth, for the Borrower may at its option, by delivery of a Notice of Borrowing to the Administrative Agent and each Lender Agent, from time to time on any reason in Business Day from the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration Closing Date until the end of the Fund's assets pursuant Revolving Period (but in no event more than 2 times per calendar week), request that the Lenders make Advances to it in an amount which after giving effect to such Advances, would not cause the aggregate Advances Outstanding to exceed the Maximum Availability on such date; provided that with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio, such Advance resulted in, or results in, Collateral Quality Improvement, determined as of the CQI Advance Determination Date. Such Advances shall be used for the purposes contemplated in Section 6 5.02(h) hereof. Upon receipt of such Notice of Borrowing, the Custodian Lender Agent for each Lender Group containing one or more Conduit Lenders shall notify the Conduit Lenders in its Lender Group of the requested Advance, and such Conduit Lenders may, in their sole discretion, agree or decline to make the Advance. If any Conduit Lender declines to make all or any Subcustodian advances monies to facilitate settlement or otherwise part of a proposed Advance, the Lender Agent for benefit such Conduit Lender shall so notify the Liquidity Banks in its Lender Group and the applicable portion of the Fund Advance shall be made by such Liquidity Banks in accordance with their ratable shares of the Group Advance Limit for their Lender Group. Under no circumstances shall any Conduit Lender make any Advance or shall any Liquidity Bank or any Institutional Lender be required to make any Advance if after giving effect to such Advance and the addition to the Collateral Portfolio of the Eligible Loan Assets being acquired by the Borrower using the proceeds of such Advance, (i) an Event of Default has occurred and is continuing or would result therefrom or an Unmatured Event of Default exists or would result therefrom or (ii) the aggregate Advances Outstanding would exceed the Maximum Availability. Notwithstanding anything contained in this Section 2.01 or elsewhere in this Agreement to the contrary, (A) no Liquidity Bank shall be obligated to make any Advance in an amount that would, after giving effect to such Advance, exceed such Liquidity Bank’s Commitment less the sum of (x) the aggregate outstanding amount of any Advances funded by such Liquidity Bank under such Liquidity Bank’s Liquidity Agreement plus (y) such Liquidity Bank’s ratable share of the aggregate outstanding Advances made by the Conduit Lenders in such Liquidity Bank’s Lender Group (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Dayportion thereof has been assigned under a Liquidity Agreement), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to timeB) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian no Institutional Lender shall be obligated to advance monies make any Advance in an amount that would, after giving effect to such Advance, exceed such Institutional Lender’s Commitment less the Fundaggregate outstanding amount of any Advances funded by such Institutional Lender, and (C) no Conduit Lender shall make any Advance in an amount that would, after giving effect to such Advance, result in the event that aggregate Advances then funded by all of the Conduit Lenders in a Lender Group exceeding the Group Advance Limit for such Lender Group then in effect and (D) no Conduit Lender shall make any Advance occurs, any transaction giving rise to an Advance and no Liquidity Bank or Institutional Lender shall be for required to make any Advance if after giving effect to such Advance, the account and risk aggregate amount of Advances Outstanding would exceed the Fund and shall not be deemed Maximum Availability. Each Advance to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of made ratably among the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Lender Groups in accordance with their Group Advance Limits.

Advances. If, Following receipt of a Loan Notice for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofa Facility, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian Administrative Agent shall promptly notify each Appropriate Lender of the Fund amount (and currency) of its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Company, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a). In the case of a Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice or, as to Loans to be made on the Closing Date as to which Advance Funding Arrangements are in effect, in accordance with the terms thereof. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Company; provided, however, that if, on the date a Loan Notice with respect to a Revolving Borrowing denominated in Dollars is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Borrowing, first, shall be applied to the payment in full of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the FundL/C Borrowings, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may besecond, shall be entitled to utilize the made available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated Borrower as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>provided above.

Advances. IfNo Lender shall be responsible for the failure or delay by any other Lender in its obligation to make its ratable share of a borrowing hereunder; provided, for however, that the failure of any reason in the conduct Lender to fulfill its obligations hereunder shall not relieve any other Lender of its safekeeping duties pursuant obligations hereunder. Unless the Agent shall have been notified by any Lender prior to Section 5 hereof or the date of any requested borrowing that such Lender does not intend to make available to the Agent its administration ratable share of the Fund's assets pursuant such borrowing to Section 6 hereofbe made on such date, the Custodian or Agent may assume that such Lender has made such amount available to the Agent on the date of such borrowing, and the Agent in reliance upon such assumption, may (in its sole discretion but without any Subcustodian advances monies obligation to facilitate settlement or otherwise for benefit of do so) make available to the Fund (whether or Borrower a corresponding amount. If such corresponding amount is not any Principal or Agency Account in fact made available to the Agent, the Agent shall be overdrawn either duringable to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Agent’s demand therefor, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall Agent will promptly notify the Fund of any such Advances Borrower, and the time at which Borrower shall immediately pay such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies corresponding amount to the Fund, and in Agent. The Agent shall also be entitled to recover from the event that such Advance occurs, any transaction giving rise to an Advance shall be for Lender or the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assigneeBorrower, as the case may be, shall be entitled interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to utilize the available cash balance in Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments rate for the applicable borrowing pursuant to the extent necessary to recover payment Notice of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to Borrowing or (ii) from a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of Lender at the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Federal Funds Rate.

Advances. IfNo Lender shall be responsible for the failure or delay by any other Lender in its obligation to make its ratable share of a borrowing hereunder; provided, for however, that the failure of any reason in the conduct Lender to fulfill its obligations hereunder shall not relieve any other Lender of its safekeeping duties pursuant obligations hereunder. Unless the Agent shall have been notified by any Lender prior to Section 5 hereof or the date of any requested borrowing that such Lender does not intend to make available to the Agent its administration ratable share of the Fund's assets pursuant such borrowing to Section 6 hereofbe made on such date, the Custodian or Agent may assume that such Lender has made such amount available to the Agent on the date of such borrowing, and the Agent in reliance upon such assumption, may (in its sole discretion but without any Subcustodian advances monies obligation to facilitate settlement or otherwise for benefit of do so) make available to the Fund (whether or Borrower a corresponding amount. If such corresponding amount is not any Principal or Agency Account in fact made available to the Agent, the Agent shall be overdrawn either duringable to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Agent’s demand therefor, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall Agent will promptly notify the Fund of any such Advances Borrower, and the time at which Borrower shall immediately pay such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies corresponding amount to the Fund, and in Agent. The Agent shall also be entitled to recover from the event that such Advance occurs, any transaction giving rise to an Advance shall be for Lender or the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assigneeBorrower, as the case may be, shall be entitled interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to utilize the available cash balance in Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments rate for the applicable borrowing pursuant to the extent necessary to recover payment Notice of all principal of, Borrowing and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to (ii) from a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of Lender at the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Federal Funds Rate.

Advances. If(i) An Authorized Representative shall give the Lender (A) at least three (3) Business Days' irrevocable telephonic notice of each Revolving Loan that is a Eurodollar Rate Loan (whether representing an additional borrowing hereunder or the conversion of borrowing hereunder from Base Rate Loans to Eurodollar Rate Loans) prior to 10:00 A.M. Eastern Time and (B) irrevocable written notice of each Revolving Loan that is a Base Rate Loan (whether representing an additional borrowing hereunder or the conversion of borrowing hereunder from Eurodollar Rate Loans to Base Rate Loans) prior to 10:00 A.M. Eastern Time on the day of such proposed Revolving Loan. Each such telephonic notice, for any reason which shall be effective upon receipt by the Lender, shall specify the amount of the borrowing, the type of Revolving Loan (Base Rate or Eurodollar Rate), the date of borrowing and, if a Eurodollar Rate Loan, the Interest Period to be used in the conduct computation of its safekeeping duties pursuant interest. The Authorized Representative shall provide the Lender written confirmation of each such telephonic notice no later than 11:00 A.M. Eastern Time on the same day received by telefacsimile transmission in the form of a Borrowing Notice for additional Advances, or in the form of an Interest Rate Selection Notice for the selection or conversion of interest rates for outstanding Revolving Credit Loans, in each case with appropriate insertions, but failure to Section 5 hereof or its administration provide such confirmation shall not affect the validity of such telephonic notice. The amount of any Advance shall, subject to the terms and conditions of this Agreement, be made available to the Borrower by delivery of the Fundproceeds thereof to the Borrower's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement Account or otherwise for benefit of the Fund (whether or not any Principal or Agency Account as shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance directed in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to Borrowing Notice by the extent necessary to recover payment of all principal ofAuthorized Representative not later than 3:00 P.M., and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of Eastern Time on the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>day so received.

Advances. IfOn the terms and conditions hereinafter set forth, the Borrower may at its option, by delivery of a Notice of Borrowing to the Administrative Agent and each Lender Agent, from time to time on any Business Day from the Closing Date until the end of the Revolving Period, request that the Lenders make Advances to it in an amount which after giving effect to such Advances, would not cause the aggregate Advances Outstanding to exceed the Maximum Availability on such date; provided, that no more than one Same-Day Advance and no more than one Foreign Currency Advance may be made in any one calendar week and no more than three Advances may be made in any one calendar week; provided, further that such Advance shall not result in a Foreign Currency Excess Exposure; provided, further that during any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), such Advance results in Collateral Quality Improvement, and provided, further that the Borrower shall not deliver a Notice of Borrowing and the Lenders shall have no obligation to fund Advances during any Suspension Period. Such Advances shall be used for any reason the purpose of purchasing Eligible Loan Assets; provided, if such Eligible Loan Asset is a Foreign Currency Loan Asset, either (x) such Foreign Currency Loan Asset shall be subject to a Hedging Agreement, or (y) such Advance shall be a Foreign Currency Advance in the conduct related Foreign Currency. Upon receipt of such Notice of Borrowing, the Lender Agent for each Lender Group containing one or more Conduit Lenders shall notify the Conduit Lenders in its safekeeping duties pursuant to Section 5 hereof or its administration Lender Group of the Fund's assets pursuant requested Advance, and such Conduit Lenders may, in their sole discretion, agree or decline to Section 6 hereofmake the Advance. If any Conduit Lender declines to make all or any part of a proposed Advance, the Custodian Lender Agent for such Conduit Lender shall so notify the Liquidity Banks in its Lender Group and the applicable portion of the Advance shall be made by such Liquidity Banks in accordance with their ratable shares of the Group Advance Limit for their Lender Group. Under no circumstances shall any Conduit Lender make any Advance or shall any Liquidity Bank or any Subcustodian advances monies Institutional Lender be required to facilitate settlement or otherwise for benefit make any Advance if after giving effect to such Advance and the addition to the Collateral Portfolio of the Fund Eligible Loan Assets being acquired by the Borrower using the proceeds of such Advance, (i) an Event of Default has occurred and is continuing or would result therefrom or an Unmatured Event of Default exists or would result therefrom or (ii) the aggregate Advances Outstanding would exceed the Maximum Draw Amount. Notwithstanding anything contained in this Section 2.01 or elsewhere in this Agreement to the contrary, (A) no Liquidity Bank shall be obligated to make any Advance in an amount that would, after giving effect to such Advance, exceed such Liquidity Bank’s Commitment less the sum of (x) the aggregate outstanding amount of any Advances funded by such Liquidity Bank under such Liquidity Bank’s Liquidity Agreement plus (y) such Liquidity Bank’s ratable share of the aggregate outstanding Advances made by the Conduit Lenders in such Liquidity Bank’s Lender Group (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Dayportion thereof has been assigned under a Liquidity Agreement), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to timeB) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian no Institutional Lender shall be obligated to advance monies make any Advance in an amount that would, after giving effect to such Advance, exceed such Institutional Lender’s Commitment less the Fundaggregate outstanding amount of any Advances funded by such Institutional Lender, and (C) no Conduit Lender shall make any Advance in an amount that would, after giving effect to such Advance, result in the event that aggregate Advances then funded by all of the Conduit Lenders in a Lender Group exceeding the Group Advance Limit for such Lender Group then in effect and (D) no Conduit Lender shall make any Advance occurs, any transaction giving rise to an Advance and no Liquidity Bank or Institutional Lender shall be for required to make any Advance if after giving effect to such Advance, the account and risk aggregate amount of Advances Outstanding would exceed the Fund and shall not be deemed Maximum Availability. Each Advance to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of made ratably among the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Lender Groups in accordance with their Group Advance Limits.

Advances. IfUnless the Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Agent, the Agent may assume that such Lender is making such amount available to the Agent, and the Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Agent by such Lender within the time period specified therefor hereunder, such Lender shall pay to the Agent, on demand, such amount with interest thereon at a rate equal to the Federal Funds Rate for the period until such Lender makes such amount immediately available to the Agent. A certificate of the Agent submitted to any reason Lender with respect to any amounts owing under this subsection shall be conclusive in the conduct absence of manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Agent by such Lender within two business Days of the date of the related borrowing, (i) the Agent shall notify the Borrower of the failure of such Lender to make such amount available to the Agent and the Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Prime Rate Loans hereunder, on demand, from the Borrower and (ii) then the Borrower may, without waiving any rights it may have against such Lender, (x) request any one or more of the Lenders to increase its safekeeping duties Commitment Percentage and make such borrowing available, which request each such Lender may in its sole discretion approve or deny, and (y) if any Lender serving as Agent shall deny a request submitted to it pursuant to the foregoing clause (x), borrow a like amount on an unsecured basis from any commercial bank for a period ending on the date upon which such Lender does in fact make such borrowing available; provided, however, that at the time any such replacement borrowing is made and at all times while such amount is outstanding the Borrower would be permitted to borrow such amount pursuant to Section 5 hereof or its administration 2.1 of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>this Credit Agreement.

Advances. If(a) Subject to the terms and conditions of this Agreement, for any reason each Lender severally agrees to make Committed Loans (other than Swing Loans) prior to the Maturity Date to the Borrower not to exceed an amount (in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofaggregate, the Custodian or “Commitment”) at any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant one time outstanding equal to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that difference between the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances Lender’s Lender Commitment and the time at which Lender’s Revolving Credit Exposure. Each such Advances must be repaid. Such Advances request for a Committed Loan by Borrower shall be deemed a loan payable on demandrequest for a Committed Loan from each Lender equal to such Lender’s Percentage of the aggregate amount so requested, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian and such aggregate amount shall be obligated in an amount at least equal to advance monies $1,000,000.00 and equal to a multiple of $100,000.00, or the difference between the Commitment and the aggregate Revolving Credit Exposures, whichever is less. Each repayment of the Committed Loans shall be deemed a repayment of each Lender’s Committed Loan equal to such Lender’s Percentage of the amount so repaid. The obligations of the Lenders hereunder are several and not joint, and the preceding two sentences will give rise to certain inappropriate results if special provisions are not made to accommodate the failure of a Lender to fund a Committed Loan as and when required by this Agreement; therefore, notwithstanding anything herein to the Fundcontrary, (A) no Lender shall be required to make Committed Loans at any one time outstanding in excess of such Lender’s Percentage of the Commitment, and (B) if a Lender fails to make a Committed Loan as and when required hereunder and Borrower subsequently makes a repayment on the Committed Loans, such repayment shall be split among the non-defaulting Lenders ratably in accordance with their respective Percentages until each Lender has its Percentage of all of the event that outstanding Committed Loans, and the balance of such Advance occursrepayment shall be divided among all of the Lenders in accordance with their respective Percentages. Notwithstanding the foregoing, any transaction giving rise to an Advance borrowings and payments of Swing Loans shall be for JPMC’s own account. The Loans (other than Swing Loans) shall be evidenced by the account Notes substantially in the form of Exhibit C attached hereto. The Borrower, the Agent and risk the Lenders agree that Chapter 346 of the Fund and Texas Finance Code shall not be deemed apply to be a transaction undertaken by this Agreement, the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian Notes or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Loan.

Advances. IfSubject to CitiCapital's discretion and the restrictions contained in this Agreement, for any reason in the conduct of its safekeeping duties Borrower may request and receive a loan or advance pursuant to Section 5 hereof or its administration this Agreement at any time when the aggregate outstanding advances to Borrower hereunder are less than the then specified Line of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable LawCredit. The Custodian shall promptly notify the Fund minimum amount of any such Advances and advance is $100,000. CitiCapital will remit advances pursuant to the time at which such Advances Line of Credit by wire transfer or automated clearinghouse payment. All proceeds of any loan or advance made by CitiCapital to or on behalf of Borrower under this Agreement must be repaidused by Borrower in the continued operation of Borrower's business solely for internal business purposes and not for payment of dividends, loans, or acquisitions by any entity other than the Borrower. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall CitiCapital will in no event be obligated to make any loan or advance monies to or for the benefit of Borrower if (a) Borrower is then or has in the past been in default under the terms of this Agreement or any other agreement between Borrower and CitiCapital or between Borrower and any affiliate of CitiCapital, (b) guarantor, if any, terminates or attempts to terminate its guaranty of the obligations of Borrower, (c) the requested loan or advance would increase the amount outstanding under this Agreement to an amount in excess of the applicable Line of Credit on the date the loan or advance is made, (d) CitiCapital has not received a written request for such advance in form and content acceptable to CitiCapital and signed by an authorized officer or employee of Borrower by 12:00 p.m. one day prior to the Fundrequested funding date of such advance, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance or (e) there shall have been made by a Subcustodian material adverse change in the financial condition of Borrower or any other person, guarantor from the Custodian may assign any rights granted to Closing Date. All of Borrower's representations and warranties must be true and accurate on the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose date of any agreed upon Investments to advance and the extent necessary to recover payment request for any such advance will constitute a re-issuance of all principal of, such representations and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 warranties by Borrower on the date of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>advance.

Advances. IfSubject to the prior satisfaction of all other applicable conditions to the making of an Advance set forth in this Agreement, for any reason in to obtain an Advance, Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 p.m. Eastern time on the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration Funding Date of the Fund's assets pursuant Advance. Together with any such electronic or facsimile notification, Borrower shall deliver to Section 6 hereof, Bank by electronic mail or facsimile a completed Payment/Advance Form executed by a Responsible Officer or his or her designee. Bank may rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee. Bank shall credit Advances to the Custodian Designated Deposit Account. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or any Subcustodian advances monies his or her designee or without instructions if the Advances are necessary to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account meet Obligations which have become due.” 8 The Loan Agreement shall be overdrawn either during, or amended by inserting the following text to appear at the end ofof Section 4.1 (Grant of Security Interest) thereof: “Borrower acknowledges that it previously has entered, any Business Day)and/or may in the future enter, Fund hereby does: 7.6.1 grant to into Bank Services Agreements with Bank. Regardless of the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund terms of any such Advances and the time at which such Advances must be repaid. Such Advances Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any first priority perfected security interest in Investments taken hereunder the Collateral granted herein (subject only to Permitted Liens that expressly have superior priority to Bank’s Lien in this Agreement). In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, then on such date Borrower shall provide to Bank cash collateral in an amount equal to (i) one hundred five percent (105.0%) of the face amount of all such Letters of Credit denominated in Dollars and (ii) one hundred ten percent (110.0%) of the Dollar Equivalent of the face amount of all such Letters of Credit denominated in a Foreign Currency plus, in each case, all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.” 9 The Loan Agreement shall be treated amended by inserting the following provision to appear as Financial Assets credited Section 6.10 (Access to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 Collateral; Books and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Records) thereof:

Advances. If, for (a) The Company shall make an Advance with respect to any reason EMC Mortgage Loan and deposit such Advance in the conduct of its safekeeping duties Master Servicer Collection Account no later than 1:00 p.m. Eastern time on the Remittance Date in immediately available funds. The Servicer shall make an Advance with respect to any Mortgage Loans serviced by it pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable LawGMACM Servicing Agreement. The Custodian shall promptly notify Company or the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demandServicer, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian as applicable, shall be obligated to advance monies make any such Advance only to the Fund, and in the event extent that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall advance would not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other personNonrecoverable Advance. If the Fund Company or the Servicer shall fail to repay when due the principal balance have determined that it has made a Nonrecoverable Advance or that a proposed Advance or a lesser portion of an such Advance and accrued and unpaid interest thereonwould constitute a Nonrecoverable Advance, the Custodian Company or its assigneethe Servicer, as the case may be, shall deliver (i) to the Securities Administrator for the benefit of the Certificateholders funds constituting the portion of such Advance that is not deemed Nonrecoverable, if applicable, and (ii) to the Depositor, the Master Servicer, each Rating Agency, and the Trustee an Officer’s Certificate setting forth the basis for such determination. The Company or the Servicer shall discontinue making advances with respect to any Mortgage Loan that becomes 60 days Delinquent without delivering an Officer’s Certificate. In addition, subject to Section 4.08 of the Agreement, the Company or the Servicer must charge off a Mortgage Loan at the time such Mortgage Loan, as applicable, becomes 180 days Delinquent unless the Company or the Servicer reasonably believes that it may be able to obtain a net recovery through foreclosure proceedings or other conversion of the related Mortgage Loan. Once a Mortgage Loan is charged off, the Company or the Servicer shall not be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments additional Servicing Fee for such Mortgage Loan, except to the extent necessary to recover payment of all principal ofany unpaid Servicing Fees and expenses which shall be reimbursable from any recoveries on such Mortgage Loan, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder the Mortgage Loan shall be treated as Financial Assets credited a Liquidated Loan giving rise to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 a Realized Loss. If the Company or the Servicer determines that a significant net recovery is possible through foreclosure proceedings or other disposition of the UCC. Accordinglyrelated Mortgage Loan that becomes 60 days Delinquent, the Custodian Company or the Servicer may continue making advances on such Mortgage Loan. To the extent the Company or the Servicer, as applicable, determines that a proposed Advance would not be a Nonrecoverable Advance and in its sole discretion reinstates and subsequently makes additional Advances for such Mortgage Loan, such Advances shall have the rights and benefits of be reimbursable from any Subsequent Recoveries or as otherwise provided for in this Agreement. Unless specific Subsequent Recoveries are anticipated, as applicable, on a secured creditor particular Mortgage Loan that is charged off as described in the preceding paragraph or the GMACM Servicing Agreement, such charged off Mortgage Loan will be released from the Trust Fund, and will be transferred to the Class X Certificateholders. If any Subsequent Recoveries are anticipated on such charged off Mortgage Loans, the release of such Mortgage Loan from the Trust Fund will be delayed until the Distribution Date after receipt of such Subsequent Recoveries. After the release of any charged off Mortgage Loan, the Class X Certificateholders will be entitled to any amounts subsequently received in respect of any such released Mortgage Loans, subject to any fees or expenses owed to the Master Servicer. Such Class X Certificateholder may designate any servicer to service any such released mortgage loan and the Class X Certificateholder may sell any such released Mortgage Loan to a Securities Intermediary under third party. To the extent the servicing of such Articles 8 released Mortgage Loan is not transferred from the Company or the Servicer, the servicing of such released Mortgage Loan and 9the fees therefor shall be governed by this Agreement or the GMACM Servicing Agreement, as applicable. <PAGE>In lieu of making all or a portion of such Advance from its own funds, the Company may (i) cause to be made an appropriate entry in its records relating to the Protected Account that any Amounts Held for Future Distribution has been used by the Company in discharge of its obligation to make any such Advance and (ii) transfer such funds from the Protected Account to the Distribution Account. Any funds so applied and transferred shall be replaced by the Company by depositing such amount in the Distribution Account no later than the close of business on the Remittance Date immediately preceding the Distribution Account Deposit Date on which such funds are required to be distributed pursuant to this Agreement. The Company shall be entitled to be reimbursed from the Protected Account for all Advances of its own funds made pursuant to this Section as provided in Section 5.02. The obligation to make Advances with respect to any EMC Mortgage Loan shall continue until such EMC Mortgage Loan is paid in full or the related Mortgaged Property or related REO Property has been liquidated or until the purchase or repurchase thereof (or substitution therefor) from the Trust Fund pursuant to any applicable provision of this Agreement, except as otherwise provided in this Section 6.01.

Advances. If, for any reason in the conduct Following receipt of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofa Loan Notice, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian Administrative Agent shall promptly notify each Appropriate Lender of the Fund amount (and currency) of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars, in each case as described in Section 2.02(a). In the case of a Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01, or, if applicable, Section 2.19), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the applicable Borrower; provided, however, that if, on the date a Loan Notice with respect to a Revolving Borrowing is given by the applicable Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Borrowing, first, shall be applied to the payment in full of any such Advances L/C Borrowings, and the time at which such Advances must be repaid. Such Advances second, shall be deemed made available to the applicable Borrower as provided above; provided further, however, that no Revolving Borrowing by a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian Designated Foreign Borrower shall be obligated used to advance monies pay any L/C Borrowings of or attributable to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian U.S. Loan Party (or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Domestic Subsidiary).

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies moneys to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), the Fund hereby does: 7.6.1 does grant to the Custodian a continuing security interest in certain and pledges to the Custodian the Investments (as mutually agreed held by the Custodian or on its behalf in an amount not to exceed the value of the Advance, the specific Investments to be designated in writing from time to timetime by the Fund, provided that (A) as security for such if from time to time the Fund has not designated in writing specific Investments in an amount at least equal to the value of the Advance, such security interest to be effective only taken at market value, or (B) if as long as such Advance remain outstanding; and, 7.6.2 agree that a result of the delivery by the Custodian may secure out of its custody, pursuant to proper Instructions, of any Investments previously so designated, the resulting Advance by perfecting remaining amount of Investments so designated shall be less than the value of the Advance, taken at market value, then the Custodian shall have a security interest in such Investments under Applicable Law. The Custodian shall promptly notify of the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged designated by the Custodian, in an amount that, taken together with amounts of Investments from time to time designated in writing by the Fund that have not been delivered out of the custody of the Custodian on similar loanspursuant to proper Instructions, does not exceed the value of the Advance, taken at market value. Neither the Custodian nor any Subcustodian shall be obligated to advance monies moneys to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign the security interest and any other rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series any Agency or Principal Account and to dispose of any agreed upon Investments designated pursuant to this Section 7.6 to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets financial assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 securities accounts under Articles 8 and 9 of the UCCUniform Commercial Code (1997). Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary securities intermediary under such Articles 8 and 9. <PAGE>.

Advances. If(a) Subject to the terms and conditions of this Agreement and the Indenture, for each Eligible Conduit Investor, if any, may and, if such Conduit Investor determines that it will not make (or it does not in fact make) an Advance or any reason in the conduct portion of an Advance, its safekeeping duties pursuant related Committed Note Purchaser(s) shall or, if there is no Eligible Conduit Investor with respect to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofany Investor Group, the Custodian Committed Note Purchaser(s) with respect to such Investor Group shall, upon the Co-Issuers’ request delivered in accordance with the provisions of Section 2.03 and the satisfaction of all conditions precedent thereto (or any Subcustodian advances monies to facilitate settlement under the circumstances set forth in Sections 2.05, 2.06 or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day2.08), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed make Advances from time to timetime during the Commitment Term; provided that such Advances shall be made ratably by each Investor Group based on their respective Commitment Percentages and the portion of any such Advance made by any Committed Note Purchaser in such Investor Group shall be its Committed Note Purchaser Percentage of the Advances to be made by such Investor Group (or the portion thereof not being made by any Conduit Investor in such Investor Group); provided, further, that if, as a result of any Committed Note Purchaser (a “Non-Funding Committed Note Purchaser”) failing to make any previous Advance that such Non-Funding Committed Note Purchaser was required to make, or as security a result of the addition of Investor Groups pursuant to Joinder Agreements (“Additional Committed Note Purchasers”), outstanding Advances are not held ratably by each Investor Group based on their respective Commitment Percentages and among the Committed Note Purchasers within each Investor Group based on their respective Committed Note Purchaser Percentages at the time a request for Advances is made, (x) such Non-Funding Committed Note Purchaser or Additional Committed Note Purchasers, as applicable, shall make all of such Advances until outstanding Advances are held ratably by each Investor Group based on their respective Commitment Percentages and among the Committed Note Purchasers within each Investor Group based on their respective Committed Note Purchaser Percentages and (y) further Advances shall be made ratably by each Investor Group based on their respective Commitment Percentages and the portion of any such Advance made by any Committed Note Purchaser in such Investor Group shall be its Committed Note Purchaser Percentage of the Advances to be made by such Investor Group (or the portion thereof not being made by any Conduit Investor in such Investor Group); provided, further, that the failure of a Non-Funding Committed Note Purchaser to make Advances pursuant to the immediately preceding proviso shall not, subject to the immediately following proviso, relieve any other Committed Note Purchaser of its obligation hereunder, if any, to make Advances in accordance with Section 2.03(b)(i); provided, further, that, subject, in the case of clause (i) below, to Section 2.03(b)(ii), no Advance shall be required or permitted to be made by any Investor on any date to the extent that, after giving effect to such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that (i) the Custodian may secure related Investor Group Principal Amount would exceed the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify related Maximum Investor Group Principal Amount or (ii) the Fund of any such Advances and Series 2021-1 Class A-1 Outstanding Principal Amount would exceed the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or 2021-1 Class A-1 Maximum Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Amount.

Advances. IfAdvances under the Credit Facility may be made only with respect to costs of the Project and costs of issuance of the Bond. Such advances shall be made in cash or in property or both. An initial advance shall be made with respect to the Bond on the date the Bond is issued; all or some portion of such advance may be made in cash to pay or to reimburse issuance costs relating to the Bond. Thereafter, from time to time to, and including, the Expiration Date, the Issuer may make one or more requests for advances with respect to the Bond which shall, when aggregated with prior advances, not exceed the Maximum Principal Amount of the Bond. Costs incurred by the Purchaser for costs of the Project shall be deemed to have been advanced by the Purchaser to the Issuer hereunder with respect to the Bond and immediately disbursed by the Issuer to reimburse the Purchaser for such costs. Any amounts advanced in cash under the Credit Facility with respect to the Bond shall be used to pay or to reimburse the Issuer or the Company, as applicable, for any reason Costs of the Project and transaction costs of issuing the Bond. For purposes of the foregoing and all other purposes related to the Bond, “Costs of the Project,” “Purchaser’s cost of such items,” and “cost to the Company,” as mentioned in the conduct attached form of its safekeeping duties pursuant to Section 5 hereof or its administration Certificate and Requisition for Payment, shall be the Purchaser’s actual cost. Advances under the Credit Facility shall be made upon the written Request for Advance in the form attached hereto as Exhibit A, executed by an authorized representative of the Fund's assets pursuant to Section 6 hereofCompany, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit as agent of the Fund (whether or not any Principal or Agency Account Issuer, which shall be overdrawn either duringdelivered to the Purchaser at its notice address by mail, courier, hand delivery or fax; such Request for Advance shall be accompanied by a copy of one or more requisitions (in the form provided at the end of, any Business Dayof Exhibit A hereto), Fund hereby does: 7.6.1 grant submitted by the Company, as agent of the Issuer, which are in an aggregate amount equal to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk amount of the Fund and advance being requested. It shall not be deemed necessary for the Company to attach to said Request for Advance or requisitions evidence of cost of the property with respect to which the requested advance is made, but the Purchaser, at the written request of the Issuer, shall make such information available to the Issuer. Requests for Advances with respect to the Bond shall be a transaction undertaken by promptly honored, provided that (i) the Custodian for its own account and risk. If such Advance conditions precedent set forth in Section 7 below shall have been made by a Subcustodian or any other personsatisfied at the time of each advance, (ii) the Custodian may assign any rights granted gross amount requested in such Request for Advance, plus the aggregate gross amounts of all prior advances with respect to the Custodian hereunder to such Subcustodian Bond shall not exceed the Maximum Principal Amount of the Bond, and (iii) the Request for Advance is received on or other personbefore the Expiration Date. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, The Purchaser shall be entitled to utilize rely upon any Request for Advance which the available cash balance Purchaser reasonably believes in good faith to have been signed by the proper person. In addition, the Purchaser shall have no obligation to, but may if it so elects, fund any advance under the Credit Facility if an “Event of Default” (being an “Event of Default” as defined in the applicable Series Agency Bond Resolution or Principal Account and to dispose of in any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights Issuer Documents or Company Documents) has occurred and benefits is continuing on and as of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>date.

Advances. IfEach Bank will make its pro rata share of each Revolving Loan advance available to the Agent by 2:00 P.M. (Charlotte, for any reason North Carolina time) on the date specified in the conduct Notice of its safekeeping duties pursuant to Section 5 hereof or its administration Borrowing by deposit in U.S. dollars of immediately available funds at the offices of the Fund's assets pursuant to Section 6 hereofAgent in Charlotte, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringNorth Carolina, or at such other address in the end ofUnited States as the Agent may designate in writing. All Revolving Loan advances shall be made by the Banks pro rata on the basis of each Bank's Commitment Percentage of the Revolving Committed Amount. No Bank shall be responsible for the failure or delay by any other Bank in its obligation to make Revolving Loan advances hereunder; provided, however, that the failure of any Business Day), Fund hereby does: 7.6.1 grant Bank to fulfill its commitments hereunder shall not relieve any other Bank of its commitments hereunder. The Agent will make such funds available to the Custodian a continuing security interest in certain Investments (as mutually agreed Borrower immediately upon receipt from time the Banks on the applicable date of advance. Unless the Agent shall have been notified by any Bank prior to time) as security for the date of any such Advance, Revolving Loan advance that such security interest Bank does not intend to make available to the Agent its portion of the Revolving Loan advance to be effective only as long as made on such Advance remain outstanding; anddate, 7.6.2 agree the Agent may assume that such Bank has made such amount available to the Custodian Agent on the date of such Revolving Loan advance, and the Agent, in reliance upon such assumption, may secure (in its sole discretion without any obligation to do so) make available to the resulting Advance Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by perfecting a security interest in Bank on such Investments under Applicable Lawdate, the Agent shall promptly demand payment from such Bank and shall be entitled to recover such corresponding amount from such Bank. The Custodian shall If such Bank does not pay such corresponding amount forthwith upon the Agent's demand therefor, the Agent will promptly notify the Fund of any such Advances Borrower and the time at which Borrower shall immediately pay such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies corresponding amount to the Fund, and in Agent. The Agent shall also be entitled to recover from such Bank or the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assigneeBorrower, as the case may be, shall be entitled to utilize interest on such corresponding amount in respect of each day from the date such corresponding amount was made available cash balance in by the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments Agent to the extent necessary Borrower to recover payment the date such corresponding amount is recovered by the Agent, at a per annum rate equal to (i) if paid by such Bank, within two (2) Business Days of all principal ofmaking such corresponding amount available to the Borrower, the overnight Federal Funds Effective Rate, and interest onthereafter the Base Rate, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of (ii) if paid by the UCC. AccordinglyBorrower, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>then applicable rate calculated in accordance with Section 2.2.

Advances. If, for any reason in (a) On the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofterms and conditions hereinafter set forth, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit Borrower may, by delivery of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant a Funding Request to the Custodian a continuing security interest in certain Investments (as mutually agreed Administrative Agent, each Managing Agent and RFC, from time to time on any Business Day during the Revolving Period, at its option, request that the Lenders make advances (each, an “Advance”) to it in an amount which, at any time, shall not exceed the Availability in effect on the related Funding Date. Such Funding Request shall be delivered not later than 12:00 noon (New York City time) as security for on the date which is two (2) Business Days prior to the requested Funding Date. Upon receipt of such Funding Request, each Managing Agent shall, if its related Lender Group contains a CP Lender member, request such CP Lender to make the Advance, and such security interest CP Lender may from time to be effective only as long as time during the Revolving Period, in its sole discretion, agree or decline to make the Advance. If any CP Lender declines to make all or any part of a proposed Advance, it shall so notify its related Committed Lenders. If (i) a Lender Group’s CP Lender shall have notified its related Committed Lenders that it declines to make all or part of such Advance remain outstanding; andor (ii) a Lender Group shall not have a CP Lender member, 7.6.2 agree that the Custodian may secure applicable portion of the resulting Advance will be made by perfecting a security interest the Committed Lenders in such Investments under Applicable LawLender Group in accordance with their Pro-Rata Shares. The Custodian shall promptly notify Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demandcontrary, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian no Committed Lender shall be obligated to advance monies make any Advance in an amount that would result in the aggregate Advances then funded by such Committed Lender exceeding its Commitment then in effect (minus the unrecovered principal amount of such Committed Lender’s advances made, downgrade draws funded or purchase prices paid pursuant to any applicable Liquidity Agreement to which it is a party). The obligation of each Committed Lender to remit its Pro-Rata Share of any such Investment shall be several from that of each other Committed Lender, and the failure of any Committed Lender to so make such amount available to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and Borrower shall not be deemed relieve any other Committed Lender of its obligation hereunder. Each Advance to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of made ratably among the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Lender Groups in accordance with their Group Advance Limits.

Advances. If(i) Prior to the effectiveness of the First Amendment and the refinancing of the Existing Term Loan Advances as contemplated herein, Lender had extended certain term loans to Borrower, of which the Existing Term Loan Advances remained outstanding. Agent, Lender and Borrower hereby agree that, from and after the First Amendment Closing Date, such entire outstanding principal balance of the Existing Term Loan Advances shall for any reason all purposes hereunder be deemed to constitute and be referred to, and hereby is converted into, the 2020 Term A Loan Advances hereunder, without constituting a novation. Such conversion of the Existing Term Loan Advances into the 2020 Term A Loan Advances hereunder shall be deemed an Advance on the First Amendment Closing Date for purposes of this Agreement. Subject to the terms and conditions of this Agreement and the First Amendment, in furtherance of the conduct foregoing, Borrower shall submit a written request in accordance with this Agreement for, and each Lender will severally (and not jointly) make, a single Advance on the First Amendment Closing Date in an amount not to exceed its respective 2020 Term A Commitment (each a “2020 Term A Loan Advance”, and collectively, the “2020 Term A Loan Advances”). For the avoidance of its safekeeping duties doubt, from and after the First Amendment Closing Date (and after giving effect to the transactions contemplated pursuant to Section 5 hereof or its administration this clause (i), including the conversion of the Fund's assets pursuant to Section 6 hereof, Existing Term Loan Advances) the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit principal amount of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Existing Term Loan Advances shall be deemed a loan payable on demandto be $0 and Lender’s obligation to make any Advances under the Existing Term Commitment shall have terminated. Notwithstanding any other provision of this Agreement, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event it is further agreed that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and Borrower shall not be deemed required to be a transaction undertaken by pay any prepayment charge in connection with the Custodian for its own account repayment of the Existing Term Loan Advances. As of the Second Amendment Closing Date, it is acknowledged and risk. If such Advance shall have been agreed that Lender made by a Subcustodian or any other person, the Custodian may assign any rights granted 2020 Term A Loan Advances to Borrower on the First Amendment Closing Date in an aggregate amount equal to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>2020 Term Loan A Commitments.

Advances. IfOn the terms and conditions hereinafter set forth, for the Borrower may at its option, by delivery of a Notice of Borrowing to the Administrative Agent and each Lender Agent, from time to time on any reason in Business Day from the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration Closing Date until the end of the Fund's assets pursuant Revolving Period, request that the Lenders make Advances to Section 6 hereofit in an amount which after giving effect to such Advances, would not cause the aggregate Advances Outstanding to exceed the Maximum Availability on such date; provided that no more than five Advances may be made in any one Month, and provided, further that during any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), such Advance results in Collateral Quality Improvement, and provided, further that the Borrower shall not deliver a Notice of Borrowing and the Lenders shall have no obligation to fund Advances during any Suspension Period. Such Advances shall be used for the purpose of purchasing Eligible Loan Assets. Upon receipt of such Notice of Borrowing, the Custodian Lender Agent for each Lender Group containing one or more Conduit Lenders shall notify the Conduit Lenders in its Lender Group of the requested Advance, and such Conduit Lenders may, in their sole discretion, agree or decline to make the Advance. If any Conduit Lender declines to make all or any Subcustodian advances monies to facilitate settlement or otherwise part of a proposed Advance, the Lender Agent for benefit such Conduit Lender shall so notify the Liquidity Banks in its Lender Group and the applicable portion of the Fund Advance shall be made by such Liquidity Banks in accordance with their ratable shares of the Group Advance Limit for their Lender Group. Under no circumstances shall any Conduit Lender make any Advance or shall any Liquidity Bank or any Institutional Lender be required to make any Advance if after giving effect to such Advance and the addition to the Collateral Portfolio of the Eligible Loan Assets being acquired by the Borrower using the proceeds of such Advance, (i) an Event of Default has occurred and is continuing or would result therefrom or an Unmatured Event of Default exists or would result therefrom or (ii) the aggregate Advances Outstanding would exceed the Maximum Draw Amount. Notwithstanding anything contained in this Section 2.01 or elsewhere in this Agreement to the contrary, (A) no Liquidity Bank shall be obligated to make any Advance in an amount that would, after giving effect to such Advance, exceed such Liquidity Bank’s Commitment less the sum of (x) the aggregate outstanding amount of any Advances funded by such Liquidity Bank under such Liquidity Bank’s Liquidity Agreement plus (y) such Liquidity Bank’s ratable share of the aggregate outstanding Advances made by the Conduit Lenders in such Liquidity Bank’s Lender Group (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Dayportion thereof has been assigned under a Liquidity Agreement), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to timeB) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian no Institutional Lender shall be obligated to advance monies make any Advance in an amount that would, after giving effect to such Advance, exceed such Institutional Lender’s Commitment less the Fundaggregate outstanding amount of any Advances funded by such Institutional Lender, and (C) no Conduit Lender shall make any Advance in an amount that would, after giving effect to such Advance, result in the event that aggregate Advances then funded by all of the Conduit Lenders in a Lender Group exceeding the Group Advance Limit for such Lender Group then in effect and (D) no Conduit Lender shall make any Advance occurs, any transaction giving rise to an Advance and no Liquidity Bank or Institutional Lender shall be for required to make any Advance if after giving effect to such Advance, the account and risk aggregate amount of Advances Outstanding would exceed the Fund and shall not be deemed Maximum Availability. Each Advance to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of made ratably among the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Lender Groups in accordance with their Group Advance Limits.

Advances. If, for any reason in Subject to the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 terms and conditions hereof, the Custodian or any Subcustodian each Lender agrees to make advances monies to facilitate settlement or otherwise for benefit of the Fund Borrower (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed herein called such Lender's "Advances") upon request from time to timetime during the Commitment Period so long as (a) each Advance by such Lender does not exceed such Lender's Percentage Share of the aggregate amount of Advances then requested from all Lenders, and (b) the aggregate amount of such Lender's Advances outstanding at any time does not exceed such Lender's Percentage Share of the Available Borrowing Base determined as security for such Advance, such security interest of the date on which the requested Advance is to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Lawmade. The Custodian shall promptly notify the Fund aggregate amount of all Advances requested of all Lenders in any such Advances and the time at which such Request for Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at greater than or equal to $3,000,000 or must equal the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk unadvanced portion of the Fund and shall not be deemed Available Borrowing Base. The obligation of Borrower to be a transaction undertaken by repay to each Lender the Custodian for its own account and risk. If such Advance shall have been aggregate amount of all Advances made by a Subcustodian or any other personsuch Lender (herein called such Lender's "Loan"), the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid together with interest thereon, the Custodian or its assignee, as the case may beaccruing in connection therewith, shall be entitled evidenced by a single promissory note (herein called such Lender's "Note") made by Borrower payable to utilize the available cash balance order of such Lender in the applicable Series Agency or Principal Account form of Exhibit A with appropriate insertions. The amount of principal owing on any Lender's Note at any given time shall be the aggregate amount of all Advances theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and to dispose of any agreed upon Investments be due and payable as provided herein and therein. Subject to the extent necessary to recover payment of all principal ofterms and conditions hereof, Borrower may borrow, repay, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>reborrow hereunder.

Advances. If, for any reason in (a) On the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofterms and conditions hereinafter set forth, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit Borrower may, by delivery of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant a Funding Request to the Custodian a continuing security interest in certain Investments (as mutually agreed Administrative Agent, from time to time on any Business Day during the Revolving Period, at its option, request that the Lenders make advances (each, an “Advance”) to it in an amount which, at any time, shall not exceed the Availability in effect on the related Funding Date. Such Funding Request shall be delivered not later than 10:00 a.m. (New York City time) as security for on the date which is one (1) Business Day prior to the requested Funding Date. Following receipt by the Administrative Agent of a Funding Request, the Administrative Agent shall forward such Funding Request to each Managing Agent not later than 11:00 a.m. (New York City time) that day. Upon receipt of such Funding Request, each Managing Agent shall request the CP Lender in its Lender Group to make the Advance, and such security interest CP Lender may from time to time during the Revolving Period, in its sole discretion, agree or decline to make the Advance. If any CP Lender declines to make all or any part of a proposed Advance, it shall so notify the Committed Lenders and the applicable portion of the Advance will be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that made by the Custodian may secure the resulting Advance by perfecting a security interest Committed Lenders in such Investments under Applicable LawCP Lender’s Lender Group in accordance with their Pro-Rata Shares. The Custodian shall promptly notify Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demandcontrary, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian no Committed Lender shall be obligated to advance monies make any Advance in an amount that would result in the aggregate Advances then funded by such Committed Lender exceeding its Commitment then in effect (minus the unrecovered principal amount of such Committed Lender’s advances made, downgrade draws funded or purchase prices paid pursuant to any applicable Liquidity Agreement to which it is a party). The obligation of each Committed Lender to remit its Pro-Rata Share of any such Investment shall be several from that of each other Committed Lender, and the failure of any Committed Lender to so make such amount available to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and Borrower shall not be deemed relieve any other Committed Lender of its obligation hereunder. Each Advance to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of made ratably among the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Lender Groups in accordance with their Group Advance Limits.

Advances. IfSubject to the terms of this Agreement, the Lenders severally and not jointly may provide Loans in an amount equal to each such Lender’s Ratable Share of such Loan to any one or more Dealers from time to time to enable such Dealer or Dealers to purchase inventory from Agent approved vendors (“Vendors”) and for other purposes. No Loan will be made to the extent such Loan would cause any reason Lender to have outstanding Loans in a principal amount in excess of such Lender’s Allocation nor will any Loan be made which would cause the conduct principal amount of its safekeeping duties pursuant all Loans outstanding to Section 5 hereof exceed the Aggregate Allocations. (For the avoidance of doubt, neither the Aggregate Allocation nor each Lender’s Allocation shall constitute a commitment by the Agent or its administration any Lender to advance the amount of the Fund's assets pursuant Aggregate Allocation or such Allocation to Section 6 hereofthe Dealers.) If the aggregate principal amount of Loans outstanding at any time exceeds the Aggregate Allocations, Dealers shall immediately pay such excess to the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise Agent for the benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or Lenders. The decision to advance funds is at the end ofdiscretion of the Agent. Without limiting the discretionary nature of this credit facility, Agent may, without notice to Dealer, elect not to finance any Business Day)inventory sold by particular Vendors. All advances and other transactions hereunder are for business purposes and not for personal, Fund hereby does: 7.6.1 grant to family, household or any other consumer purposes. For the Custodian a continuing security interest in certain Investments (avoidance of doubt, the principal amount outstanding under the Existing IFA as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that of the Custodian may secure close of business on the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances date hereof shall be deemed a loan payable on demandLoan outstanding under this Agreement, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian and shall be obligated to advance monies subject to the Fundfunding procedure set forth in Section 2(b)(ii) below on the first Reporting Date following the Closing Date, and unless the Closing Date is also a Reporting Date, in which case, on the Closing Date. Notwithstanding anything in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted Loan Documents to the Custodian hereunder contrary, unless Agent shall otherwise agree in writing and provides notice thereof to such Subcustodian Lenders, in no event shall Agent or other person. If the Fund shall fail Lenders provide Loans to repay when due the principal balance of an Advance and accrued and unpaid interest thereonCentral Assets & Operations, the Custodian LLC, T-H Marine Supplies, LLC, CMC Marine, LLC, or its assigneeInnovative Plastics, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>LLC.

Advances. If, for any reason Until all amounts outstanding in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration respect of the Fund's assets pursuant Revolving Loan shall become due and payable on the Termination Date, within the foregoing limits and subject to Section 6 hereofthe terms, provisions and limitations set forth herein, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed Borrowers may from time to time) time borrow, repay and reborrow under this SUBSECTION 2.1. Each Borrower hereby designates the Borrower Representative as security its representative and agent on its behalf for the purposes of issuing Borrowing Notices and Conversion/Continuation Notices giving instructions with respect to the disbursement of the proceeds of the Revolving Loan, selecting interest rate options, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Financing Agreements and taking all other actions on behalf of any Borrower or Borrowers under the Financing Agreements. Borrower Representative hereby accepts such Advanceappointment. The Agent and each Lender may regard any notice or other communication pursuant to any Financing Agreements from the Borrower Representative as a notice or communication from all Borrowers, such security interest and may give any notice or communication required or permitted to be effective only as long as given to any Borrower or Borrowers hereunder to the Borrower Representative on behalf of such Advance remain outstanding; andBorrower or Borrowers. Each Borrower agrees that each notice, 7.6.2 agree that election, representation and warranty, covenant, agreement and undertaking made on its behalf by the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances Borrower Representative shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated for all purposes to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted such Borrower and shall be binding upon and enforceable against such Borrower to the Custodian hereunder to same extent as if the same had been made directly by such Subcustodian or other personBorrower. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, The Agent shall be entitled to utilize rely upon, and shall be fully protected under this Agreement from any liability to any Person in relying upon, any such notice believed by the Agent to be genuine and to assume that each Person executing and delivering the same was duly authorized by any Borrower. Each advance to a Borrower shall, on the day of such advance, be deposited, in immediately available cash balance in funds, into the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to Borrower's Account, unless otherwise requested by the extent necessary to recover payment of all principal of, and interest on, such Advance Borrower Representative in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>writing.

Advances. IfSubject to the conditions of this Article IV, for any reason the Subservicer, as required below, shall make an Advance and deposit such Advance in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account Collection Account. Each such Advance shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant remitted to the Custodian a continuing security interest Collection Account no later than 1:00 p.m. California time on the Servicer Advance Date in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Lawimmediately available funds. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian Subservicer shall be obligated to advance monies make any such Advance only to the Fund, and in the event extent that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall advance would not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other personNon-Recoverable Advance. If the Fund Subservicer shall fail have determined that it has made a Non-Recoverable Advance or that a proposed Advance or a lesser portion of such Advance would constitute a NonRecoverable Advance, the Subservicer shall deliver (i) to repay when due the Trustee for the benefit of the Certificateholders funds constituting the remaining portion of such Advance, if applicable, and (ii) to the Depositor, the Master Servicer, each Rating Agency and the Trustee an Officer's Certificate setting forth the basis for such determination. The Subservicer may, in its sole discretion, make an Advance with respect to the principal balance portion of the final Scheduled Payment on a Balloon Loan, but the Subservicer is under no obligation to do so; provided, however, that nothing in this sentence shall affect the Subservicer's obligation under this Section 4.01 to Advance the interest portion of the final Scheduled Payment with respect to a Balloon Loan as if such Balloon Loan were a fully amortizing Mortgage Loan. If a Mortgagor does not pay its final Scheduled Payment on a Balloon Loan when due, the Subservicer shall Advance (unless it determines in its good faith judgment that such amounts would constitute a Non-Recoverable Advance) a full month of interest (net of the Servicing Fee) on the Stated Principal Balance thereof each month until its Stated Principal Balance is reduced to zero. In lieu of making all or a portion of such Advance from its own funds, the Subservicer may (i) cause to be made an appropriate entry in its records relating to the Collection Account that any Amount Held for Future Distributions has been used by the Subservicer in discharge of its obligation to make any such Advance and accrued (ii) transfer such funds from the Collection Account to the Certificate Account. Any funds so applied and unpaid interest thereon, transferred shall be replaced by the Custodian or its assignee, as Subservicer by deposit in the case may be, Collection Account no later than the close of business on the Business Day immediately preceding the Distribution Date on which such funds are required to be distributed pursuant to this Agreement. The Subservicer shall be entitled to utilize be reimbursed from the available cash balance Collection Account for all Advances of its own funds made pursuant to this Section as provided in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in fullSection 3.08. The Custodian may assign obligation to make Advances with respect to any rights it Mortgage Loan shall continue until such Mortgage Loan is paid in full or the related Mortgaged Property or related REO Property has hereunder been liquidated or until the purchase or repurchase thereof (or substitution therefor) from the Trust Fund pursuant to a Subcustodian or third party. Any security interest any applicable provision of this Agreement, except as otherwise provided in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>this Section 4.01.

Advances. If(a) If the Borrower desires to make a Borrowing under this Agreement it shall give the Facility Agent (with a copy to the Collateral Agent) (and the Facility Agent shall notify each Revolving Lender or Term Lender, as applicable) a written notice (each, a “Notice of Borrowing”) for such Borrowing on any reason Business Day (which notice shall be irrevocable and effective upon receipt by the Facility Agent) not later than 1:00 p.m. one (1) Business Day prior to the day of the requested Borrowing or, in the conduct case of its safekeeping duties pursuant a Borrowing on the Closing Date, not later than 11:00 a.m. at least one (1) Business Day prior to Section 5 hereof or its administration the Closing Date. On the Revolving Commitment Termination Date, the Borrower shall request a Revolving Borrowing in an amount at least equal to the Portfolio Exposure Amount and such Borrowing shall be deposited, in respect of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit portion of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringPortfolio Exposure Amount relating to unfunded amounts in respect of Revolving Collateral Loans and Delayed Drawdown Collateral Loans, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the FundRevolving Reserve Account, and in respect of the event that such Advance occursportion of the Portfolio Exposure Amount relating to unsettled purchases, any transaction giving rise to an Advance the Principal Collection Account. Each Notice of Borrowing shall be for substantially in the account and risk form of Exhibit B hereto, dated the Fund and date as of which the related Borrowing is requested to be made, shall not be deemed indicate whether the requested Borrowing is to be a transaction undertaken by the Custodian for its own account Revolving Borrowing or a Term Borrowing and risk. If such Advance shall have been made be signed by a Subcustodian Responsible Officer of the Borrower or the Portfolio Manager on its behalf, and shall be otherwise appropriately completed. The proposed Borrowing Date specified in each Notice of Borrowing shall be a Business Day falling on or prior to the related Commitment Termination Date, and the amount of the Borrowing requested in such Notice of Borrowing (the “Requested Amount”) shall be equal to at least, in the case of any other personRevolving Borrowing, $250,000 or, in the case of any Term Borrowing, $500,000, or, in each case, an integral multiple of $50,000 in excess thereof (or, if the remaining unfunded applicable Commitments are less, the Custodian may assign any rights granted to the Custodian hereunder to entirety of such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance lesser remaining amount of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose such type of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Commitments).

Advances. If(a) Subject to the terms and conditions of this Agreement, for each Lender severally agrees to make Loans (other than Swing Loans and Competitive Bid Loans) prior to the Maturity Date to the Borrower not to exceed an amount at any reason in one time outstanding equal to such Lender’s Lender Commitment, provided that at no time shall any Lender’s Revolving Credit Exposure exceed its Lender Commitment. At no time shall the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration sum of the Fund's assets pursuant to Section 6 hereof, aggregate Revolving Credit Exposures plus any outstanding Swing Loans and Competitive Bid Loans exceed the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise Total Commitment. Each such request for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance Loan by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances Borrower shall be deemed a loan payable request for a Loan from each Lender equal to such Lender’s Percentage of the aggregate amount so requested, and such aggregate amount shall be in an amount at least equal to $1,000,000.00 and equal to a multiple of $250,000.00, or the difference between the Total Commitment and the sum of the outstanding Swing Loans plus the outstanding Competitive Bid Loans plus the aggregate Revolving Credit Exposures, whichever is less. Each repayment of the Loans (other than a repayment of a Competitive Bid Loan) shall be deemed a repayment of each Lender’s Loan equal to such Lender’s Percentage of the amount so repaid. The obligations of the Lenders hereunder are several and not joint, and the preceding two sentences will give rise to certain inappropriate results if special provisions are not made to accommodate the failure of a Lender to fund a Loan as and when required by this Agreement; therefore, notwithstanding anything herein to the contrary, (A) no Lender shall be required to make Loans at any one time outstanding in excess of such Lender’s Percentage of the Total Commitment and (B) if a Lender becomes a Defaulting Lender and Borrower subsequently makes a repayment on demandthe Loans, bearing interest at such repayment shall be divided in accordance with Section 2.11. The Loans (other than the rate customarily charged Swing Loans and the Competitive Bid Loans) shall be evidenced by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and Revolving Notes substantially in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk form of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Exhibit C attached hereto.

Advances. If, for (a) The Company shall make an Advance with respect to any reason EMC Mortgage Loan and deposit such Advance in the conduct of its safekeeping duties Master Servicer Collection Account no later than 1:00 p.m. Eastern time on the Remittance Date in immediately available funds. The Servicer shall make an Advance with respect to any Mortgage Loans serviced by it pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable LawGMACM Servicing Agreement. The Custodian shall promptly notify Company or the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demandServicer, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian as applicable, shall be obligated to advance monies make any such Advance only to the Fund, and in the event extent that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall advance would not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other personNonrecoverable Advance. If the Fund Company or the Servicer shall fail to repay when due the principal balance have determined that it has made a Nonrecoverable Advance or that a proposed Advance or a lesser portion of an such Advance and accrued and unpaid interest thereonwould constitute a Nonrecoverable Advance, the Custodian Company or its assigneethe Servicer, as the case may be, shall deliver (i) to the Securities Administrator for the benefit of the Certificateholders funds constituting the portion of such Advance that is not deemed Nonrecoverable, if applicable, and (ii) to the Depositor, the Master Servicer, each Rating Agency, and the Trustee an Officer’s Certificate setting forth the basis for such determination. The Company or the Servicer shall discontinue making advances with respect to any Mortgage Loan that becomes 60 days Delinquent. In addition, subject to Section 4.08 of the Agreement, the Company or the Servicer must charge off a Mortgage Loan at the time such Mortgage Loan, as applicable, becomes 180 days Delinquent unless the Company or the Servicer reasonably believes that it may be able to obtain a net recovery through foreclosure proceedings or other conversion of the related Mortgage Loan. Once a Mortgage Loan is charged off, the Company or the Servicer shall not be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments additional Servicing Fee for such Mortgage Loan, except to the extent necessary to recover payment of all principal ofany unpaid Servicing Fees and expenses which shall be reimbursable from any recoveries on such Mortgage Loan, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder the Mortgage Loan shall be treated as Financial Assets credited a Liquidated Loan giving rise to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 a Realized Loss. If the Company or the Servicer determines that a significant net recovery is possible through foreclosure proceedings or other disposition of the UCC. Accordinglyrelated Mortgage Loan that becomes 60 days Delinquent, the Custodian Company or the Servicer may continue making advances on such Mortgage Loan. To the extent the Company or the Servicer, as applicable, determines that a proposed Advance would not be a Nonrecoverable Advance and in its sole discretion reinstates and subsequently makes additional Advances for such Mortgage Loan, such Advances shall have the rights and benefits of be reimbursable from any Subsequent Recoveries or as otherwise provided for in this Agreement. Unless specific Subsequent Recoveries are anticipated, as applicable, on a secured creditor particular Mortgage Loan that is charged off as described in the preceding paragraph or the GMACM Servicing Agreement, such charged off Mortgage Loan will be released from the Trust Fund, and will be transferred to the Class X Certificateholders. If any Subsequent Recoveries are anticipated on such charged off Mortgage Loans, the release of such Mortgage Loan from the Trust Fund will be delayed until the Distribution Date after receipt of such Subsequent Recoveries. After the release of any charged off Mortgage Loan, the Class X Certificateholders will be entitled to any amounts subsequently received in respect of any such released Mortgage Loans, subject to any fees or expenses owed to the Master Servicer. Such Class X Certificateholder may designate any servicer to service any such released mortgage loan and the Class X Certificateholder may sell any such released Mortgage Loan to a Securities Intermediary under third party. To the extent the servicing of such Articles 8 released Mortgage Loan is not transferred from the Company or the Servicer, the servicing of such released Mortgage Loan and 9the fees therefor shall be governed by this Agreement or the GMACM Servicing Agreement, as applicable. <PAGE>In lieu of making all or a portion of such Advance from its own funds, the Company may (i) cause to be made an appropriate entry in its records relating to the Protected Account that any Amounts Held for Future Distribution has been used by the Company in discharge of its obligation to make any such Advance and (ii) transfer such funds from the Protected Account to the Distribution Account. Any funds so applied and transferred shall be replaced by the Company by depositing such amount in the Distribution Account no later than the close of business on the Remittance Date immediately preceding the Distribution Account Deposit Date on which such funds are required to be distributed pursuant to this Agreement. The Company shall be entitled to be reimbursed from the Protected Account for all Advances of its own funds made pursuant to this Section as provided in Section 5.02. The obligation to make Advances with respect to any EMC Mortgage Loan shall continue until such EMC Mortgage Loan is paid in full or the related Mortgaged Property or related REO Property has been liquidated or until the purchase or repurchase thereof (or substitution therefor) from the Trust Fund pursuant to any applicable provision of this Agreement, except as otherwise provided in this Section 6.01.

Advances. IfPrior to the date on which payment of the Purchase Price of any Factored Account we deem to be eligible is due hereunder, for any reason we may, in our sole and absolute discretion, at your request make an advance to you (an "Advance" herein) against the Purchase Price in an amount up to the percentage (the “Advance Rate”) specified in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration Term Sheet of the Fund's assets pursuant to Section 6 hereofnet amount of such Factored Account, less any reserves we may have established against it; provided, however, that the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit aggregate principal amount of the Fund Advances at any one time outstanding shall in no event exceed the Maximum Availability specified in the Term Sheet. In determining whether a Factored Account is eligible for Advances hereunder (whether or not any Principal or Agency Account which determination shall be overdrawn either duringmade in our sole and absolute discretion) we may take into account the creditworthiness of the Account Debtor, or payment terms, payment history, dilution, concentration, and such other factors and circumstances as we may deem appropriate in our sole and absolute discretion. We shall have the right to establish and maintain at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed time and from time to time) time such reserves against Factored Accounts as security for such Advancewe in our sole and absolute discretion may deem necessary. For any Advances made by us to you hereunder, such security interest you shall pay to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing us interest at the per annum rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and set forth in the event that such Advance occursTerm Sheet and computed in accordance with Paragraph 9 of this Agreement. In making Advances to you, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, we shall be entitled to utilize rely upon your continuing warranty and representation that no Advance will be requested if you contemplate filing any petition for relief under the available cash balance Bankruptcy Code or any other insolvency law. At our request, all, returned, reclaimed or repossessed merchandise, inventory or goods related to any Factored Accounts shall be set aside by you, marked with our name and held in trust for us as owner and assignee. If we so elect, you will deliver such goods to us or sell same for our account. We shall however have the applicable Series Agency right to sell or Principal Account and to otherwise dispose of any agreed upon Investments such goods on terms acceptable to us without notice to you, or if notice is required by law, five (5) days notice shall constitute reasonable notification. You agree to make your records, files and books of account available to us on request, and to allow us to visit your premises during normal business hours to examine such records, files and books of account and to make copies or extracts thereof, and to allow us to conduct such examinations as we deem necessary. In the ordinary course, remittances received from Account Debtors shall be applied as specified by the Account Debtor, and if not specified shall be applied first to the extent necessary oldest invoices due from such Account Debtor; provided, however, as to recover payment any Account Debtor financially unable to pay at the maturity of any Approved Factored Accounts, if we shall have Credit Approved only a portion of the indebtedness due or to become due from such Account Debtor, all principal ofremittances, and interest ondistributions, such Advance insolvency dividends, recoveries or other payments thereafter received, whether made in full. The Custodian may assign any rights it has hereunder to a Subcustodian the ordinary course or third party. Any security interest in Investments taken hereunder otherwise, shall be treated as Financial Assets credited applied first to Securities Approved Factored Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of then to the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Accounts we did not Credit Approve.

Advances. IfNo Lender shall be responsible for the failure or delay by any other Lender in its obligation to make its ratable share of a borrowing (or, for any reason in the conduct case of a Delayed-Draw Term Loan borrowing, a purchase of assignments from the Fronting Bank) hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its safekeeping duties pursuant obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to Section 5 hereof or the date of any requested borrowing that such Lender does not intend to make available to the Administrative Agent its administration ratable share of such borrowing (and/or, in the Fund's assets pursuant case of a Delayed-Draw Term Loan borrowing, a purchase of assignments from the Fronting Bank) to Section 6 hereofbe made on such date, the Custodian Administrative Agent (and/or, in the case of a Delayed-Draw Term Loan borrowing, the Fronting Bank) may assume that such Lender has made such amount available to the Administrative Agent on the date of such borrowing, and the Administrative Agent (and, in the case of a Delayed-Draw Term Loan borrowing, the Fronting Bank) in reliance upon such assumption, may (in its (or their, as applicable) sole discretion but without any Subcustodian advances monies obligation to facilitate settlement or otherwise for benefit do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent (or, in the case of a Delayed-Draw Term Loan borrowing, the Fund Fronting Bank), the Administrative Agent (whether or not any Principal or Agency Account or, in the case of a Delayed-Draw Term Loan borrowing, the Fronting Bank) shall be overdrawn either duringable to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon demand therefor by the Administrative Agent (or, or at in the end ofcase of a Delayed-Draw Term Loan borrowing, any Business Daythe Fronting Bank), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall Administrative Agent will promptly notify the Fund of any such Advances Borrower, and the time at which Borrower shall immediately pay such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies corresponding amount to the FundAdministrative Agent (or, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk case of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other personDelayed-Draw Term Loan borrowing, the Custodian may assign any rights granted to Fronting Bank). The Administrative Agent (or, in the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance case of an Advance and accrued and unpaid interest thereona Delayed-Draw Term Loan borrowing, the Custodian Fronting Bank) shall also be entitled to recover from the Lender or its assigneethe Borrower, as the case may be, shall be entitled interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent (or the Fronting Bank, as applicable) to utilize the available cash balance in Borrower to the date such corresponding amount is recovered by the Administrative Agent (or the Fronting Bank, as applicable) at a per annum rate equal to (i) from the Borrower at the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments rate for the applicable borrowing pursuant to the extent necessary to recover payment Notice of all principal of, Borrowing or the Delayed-Draw Term Loan Funding Notice and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to (ii) from a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of Lender at the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Federal Funds Rate.

Advances. IfSubject to the prior satisfaction of all other applicable conditions to the making of an Advance set forth in this Agreement, for any reason in to obtain an Advance, Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 noon Eastern time on the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration Funding Date of the Fund's assets pursuant Advance. Together with any such electronic or facsimile notification, Borrower shall deliver to Section 6 hereof, Bank by electronic mail or facsimile a completed Transaction Report executed by a Responsible Officer or his or her designee. Bank may rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee. Bank shall credit Advances to the Custodian Designated Deposit Account. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or any Subcustodian advances monies his or her designee or without instructions if the Advances are necessary to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account meet Obligations which have become due.” 7 The Loan Agreement shall be overdrawn either during, or amended by inserting the following text at the end ofof Section 4.1 thereof: “Borrower acknowledges that it previously has entered, any Business Day)and/or may in the future enter, Fund hereby does: 7.6.1 grant to into Bank Services Agreements with Bank. Regardless of the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund terms of any such Advances and the time at which such Advances must be repaid. Such Advances Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any first priority perfected security interest in Investments taken hereunder the Collateral granted herein (subject only to Permitted Liens that expressly have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. [In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% for letters of credit denominated in a currency other than Dollars), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.” 8 The Loan Agreement shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 amended by deleting the following text appearing in Section 4.2 thereof: “If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the UCC. AccordinglyObligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Custodian Collateral and all rights therein shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>revert to Borrower.”

Advances. If(a) Subject to the terms and conditions of this Agreement and the Indenture, each Eligible Conduit Investor, if any, may and, if such Conduit Investor determines that it will not make (or it does not in fact make) an Advance or any portion of an Advance, its related Committed Note Purchaser(s) shall or, if there is no Eligible Conduit Investor with respect to any Investor Group, the Committed Note Purchaser(s) with respect to such Investor Group shall, upon the Master Issuer’s request delivered in accordance with the provisions of Section 2.03 and the satisfaction of all conditions precedent thereto (or under the circumstances set forth in Section 2.05, 2.06 or 2.08), make Advances from time to time during the Commitment Term; provided that such Advances shall be made ratably by each Investor Group based on their respective Commitment Percentages and the portion of any such Advance made by any Committed Note Purchaser in such Investor Group shall be its Committed Note Purchaser Percentage of the Advances to be made by such Investor Group (or the portion thereof not being made by any Conduit Investor in such Investor Group); provided, further, that if, as a result of any Committed Note Purchaser (a “Non-Funding Committed Note Purchaser”) failing to make any previous 5 Advance that such Non-Funding Committed Note Purchaser was required to make, outstanding Advances are not held ratably by each Investor Group based on their respective Commitment Percentages and among the Committed Note Purchasers within each Investor Group based on their respective Committed Note Purchaser Percentages at the time a request for Advances is made, (x) such Non-Funding Committed Note Purchaser shall make all of such Advances until outstanding Advances are held ratably by each Investor Group based on their respective Commitment Percentages and among the Committed Note Purchasers within each Investor Group based on their respective Committed Note Purchaser Percentages and (y) further Advances shall be made ratably by each Investor Group based on their respective Commitment Percentages and the portion of any reason such Advance made by any Committed Note Purchaser in such Investor Group shall be its Committed Note Purchaser Percentage of the Advances to be made by such Investor Group (or the portion thereof not being made by any Conduit Investor in such Investor Group); provided, further, that the failure of a Non-Funding Committed Note Purchaser to make Advances pursuant to the immediately preceding proviso shall not, subject to the immediately following proviso, relieve any other Committed Note Purchaser of its obligation hereunder, if any, to make Advances in accordance with Section 2.03(b)(i); provided, further, that, subject, in the conduct case of its safekeeping duties pursuant clause (i) below, to Section 5 hereof 2.03(b)(ii), no Advance shall be required or its administration permitted to be made by any Investor on any date to the extent that, after giving effect to such Advance, (i) the related Investor Group Principal Amount would exceed the related Maximum Investor Group Principal Amount or (ii) the Series 2017-1 Class A-1 Outstanding Principal Amount would exceed the Series 2017-1 Class A-1 Maximum Principal Amount. (b)Notwithstanding anything herein or in any other Related Document to the contrary, at no time will a Conduit Investor be obligated to make Advances hereunder. If at any time any Conduit Investor is not an Eligible Conduit Investor, such Conduit Investor shall promptly notify the Administrative Agent (who shall promptly notify the related Funding Agent and the Master Issuer) thereof. (c)Each of the Fund's assets pursuant Advances to Section be made on any date shall be made as part of a single borrowing (each such single borrowing being a “Borrowing”). The Advances made as part of the initial Borrowing on the Series 2017-1 Closing Date, if any, will be evidenced by the Series 2017-1 Class A-1 Advance Notes issued in connection herewith and will constitute purchases of Series 2017-1 Class A-1 Initial Advance Principal Amounts corresponding to the amount of such Advances. All of the other Advances will constitute Increases evidenced by the Series 2017-1 Class A-1 Advance Notes issued in connection herewith and will constitute purchases of Series 2017-1 Class A-1 Outstanding Principal Amounts corresponding to the amount of such Advances. 6 hereof(d)Section 2.2(b) of the Series 2017-1 Supplement specifies the procedures to be followed in connection with any Voluntary Decrease of the Series 2017-1 Class A-1 Outstanding Principal Amount. Each such Voluntary Decrease in respect of any Advances shall be either (i) in an aggregate minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof or (ii) or such other amount necessary to reduce the Series 2017-1 Class A-1 Outstanding Principal Amount to zero. (e)Subject to the terms of this Agreement and the Series 2017-1 Supplement, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit aggregate principal amount of the Fund (whether Advances evidenced by the Series 2017-1 Class A-1 Advance Notes may be increased by Borrowings or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed decreased by Voluntary Decreases from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Section 2.03

Advances. If, for any reason Each Lender hereby agrees to renew and extend the principal indebtedness evidenced by the Existing Note held by it on the terms and conditions provided herein and in the conduct of its safekeeping duties pursuant other Loan Documents (such outstanding indebtedness, if any, being herein called the "INITIAL ADVANCE") and subject to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 terms and conditions hereof, each Lender agrees to make advances to Borrower (herein, together with the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringInitial Advance, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed collectively called such Lender's "ADVANCES") upon request from time to timetime during the Commitment Period so long as (a) each Advance by such Lender does not exceed such Lender's Percentage Share of the aggregate amount of Advances then requested from all Lenders, and (b) the aggregate amount of such Lender's Advances made, plus such Lender's Percentage Share of all outstanding LC Obligations, does not exceed such Lender's Percentage Share of the Borrowing Base in effect as security for such Advance, such security interest of the date on which the requested Advance is to be effective only as long as such made. Each Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance hereunder shall be made by perfecting Lenders on a security interest pro-rata basis in such Investments under Applicable Lawaccordance with their respective Percentage Shares. The Custodian shall promptly notify the Fund aggregate amount of all Advances requested of all Lenders in any such Advances and the time at which such Advances Request for Advance must be repaidgreater than or equal to $100,000 or must equal the unadvanced portions of the Borrowing Base or the Maximum Loan Amount, as applicable. Such The obligation of Borrower to repay to each Lender the aggregate amount of all Advances made by such Lender (herein called such Lender's "LOAN"), together with interest accruing in connection therewith, shall be deemed evidenced by a loan single renewal promissory note (herein called such Lender's "Note") made by Borrower payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and order of such Lender in the event that such Advance occurs, any transaction giving rise form of EXHIBIT A with appropriate insertions. Any reference herein to an Advance shall be for "the account and risk making of the Fund and Loan" or words of similar import shall not be deemed to be a transaction undertaken reference to the renewal of the Existing Notes by Lenders and the Custodian for its own account and riskmaking of subsequent Advances by Lenders as described above. If such Advance The amount of principal owing on any Lender's Note at any given time shall have been be the aggregate amount of all Advances theretofore made by a Subcustodian such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein and therein. During the Commitment Period, Borrower may, at its option, from time to time, request Advances, prepay Loans in whole or any other personin part, the Custodian may assign any rights granted and reborrow amounts so paid up to the Custodian hereunder to such Subcustodian lesser of the Borrowing Base or other personthe Maximum Loan Amount in effect at the time of reborrowing, all in accordance with the terms and conditions hereof. If On the Fund shall fail to repay when due Termination Date the outstanding principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and all accrued interest owing on, such Advance the Notes shall be due and payable in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>.

Advances. If(a) Subject to the terms and conditions of this Agreement and the Indenture, for each Eligible Conduit Investor, if any, may and, if such Conduit Investor determines that it will not make (or it does not in fact make) an Advance or any reason in the conduct portion of an Advance, its safekeeping duties pursuant related Committed Note Purchaser(s) shall or, if there is no Eligible Conduit Investor with respect to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofany Investor Group, the Custodian Committed Note Purchaser(s) with respect to such Investor Group shall, upon the Master Issuer’s request delivered in accordance with the provisions of Section 2.03 and the satisfaction of all conditions precedent thereto (or any Subcustodian advances monies to facilitate settlement under the circumstances set forth in Section 2.05, 2.06 or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day2.08), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed make Advances from time to timetime during the Commitment Term; provided that such Advances shall be made ratably by each Investor Group based on their respective Commitment Percentages and the portion of any such Advance made by any Committed Note Purchaser in such Investor Group shall be its Committed Note Purchaser Percentage of the Advances to be made by such Investor Group (or the portion thereof not being made by any Conduit Investor in such Investor Group); provided, further, that if, as a result of any Committed Note Purchaser (a “Non-Funding Committed Note Purchaser”) as security failing to make any previous Advance that such Non-Funding Committed Note Purchaser was required to make, outstanding Advances are not held ratably by each Investor Group based on their respective Commitment Percentages and among the Committed Note Purchasers within each Investor Group based on their respective Committed Note Purchaser Percentages at the time a request for Advances is made, (x) such Non-Funding Committed Note Purchaser shall make all of such Advances until outstanding Advances are held ratably by each Investor Group based on their respective Commitment Percentages and among the Committed Note Purchasers within each Investor Group based on their respective Committed Note Purchaser Percentages and (y) further Advances shall be made ratably by each Investor Group based on their respective Commitment Percentages and the portion of any such Advance made by any Committed Note Purchaser in such Investor Group shall be its Committed Note Purchaser Percentage of the Advances to be made by such Investor Group (or the portion thereof not being made by any Conduit Investor in such Investor Group); provided, further, that the failure of a Non-Funding Committed Note Purchaser to make Advances pursuant to the immediately preceding proviso shall not, subject to the immediately following proviso, relieve any other Committed Note Purchaser of its obligation hereunder, if any, to make Advances in accordance with Section 2.03(b)(i); provided, further, that, subject, in the case of clause (i) below, to Section 2.03(b)(ii), no Advance shall be required or permitted to be made by any Investor on any date to the extent that, after giving effect to such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that (i) the Custodian may secure related Investor Group Principal Amount would exceed the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify related Maximum Investor Group Principal Amount or (ii) the Fund of any such Advances and Series 2015-1 Class A-1 Outstanding Principal Amount would exceed the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or 2015-1 Class A-1 Maximum Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Amount.

Advances. IfUnless the Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Revolving Commitment Percentage or Term Loan Commitment Percentage of such borrowing available to the Agent, the Agent may assume that such Lender is making such amount available to the Agent, and the Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Agent by such Lender within the time period specified therefor hereunder, such Lender shall pay to the Agent, on demand, such amount with interest thereon at a rate equal to the Federal Funds Rate for the period until such Lender makes such amount immediately available to the Agent. A certificate of the Agent submitted to any reason Lender with respect to any amounts owing under this subsection shall be conclusive in the conduct absence of manifest error. If such Lender’s Revolving Commitment Percentage or Term Loan Commitment Percentage of such borrowing is not made available to the Agent by such Lender within two business Days of the date of the related borrowing, (i) the Agent shall notify the Borrower of the failure of such Lender to make such amount available to the Agent and the Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Prime Rate Loans hereunder, on demand, from the Borrower and (ii) then the Borrower may, without waiving any rights it may have against such Lender, (x) request any one or more of the Lenders to increase its safekeeping duties Revolving Commitment Percentage or Term Loan Commitment Percentage and make such borrowing available, which request each such Lender may in its sole discretion approve or deny, and (y) if any Lender serving as Agent shall deny a request submitted to it pursuant to the foregoing clause (x), borrow a like amount on an unsecured basis from any commercial bank for a period ending on the date upon which such Lender does in fact make such borrowing available; provided, however, that at the time any such replacement borrowing is made and at all times while such amount is outstanding the Borrower would be permitted to borrow such amount pursuant to Section 5 hereof or its administration 2.1 of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>this Credit Agreement.

Advances. If‌ Upon the Mortgagor’s failure to comply with the preceding covenants and agreements, the payment of prior liens, liens on a parity with this Mortgage, taxes, assessments and charges, and maintenance of insurance and repairs as required by the Agreement and this Mortgage, the Mortgagee, without prejudice to any rights given herein may make advances to perform the same on behalf of the Mortgagor and, in furtherance thereof, the Mortgagee may: place or cause the Mortgaged Property to be placed in good condition, repair and working order; pay, settle or contest any such taxes, liabilities, charges and assessments; redeem the Mortgaged Property from any sale or forfeiture for any reason tax or assessment; purchase any tax title obtained or that shall be obtained thereon; pay any judgments based on such tax or assessment; pay, settle or contest any unpermitted lien on the Mortgaged Property and procure such insurance as may be necessary to comply with the provisions of this Mortgage and the Agreement. The Mortgagor hereby agrees to repay all sums so advanced, on demand, with interest thereon, to the extent permitted by law, from the date advanced until paid at the Repayment Rate, and all sums so advanced with interest as aforesaid until paid by the Mortgagor shall be immediately due and payable and be added to and become a part of any indebtedness or obligation secured hereby in such manner or order as the conduct of its safekeeping duties pursuant to Section 5 hereof Mortgagee may desire or its administration of determine, having the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringlien hereby created as a part thereof, or at the end ofand of its priority, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for but no such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances advances shall be deemed a loan payable on demandto relieve the Mortgagor from any default hereunder or impair any right or remedy consequent thereon, bearing interest at and the rate customarily charged by exercise of the Custodian on similar loans. Neither the Custodian nor any Subcustodian rights to make advances granted in this Section shall be obligated to advance monies optional with the Mortgagee and not obligatory, and the Mortgagee shall not in any case be liable to the Fund, and in the event that Mortgagor for failure to exercise any such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>right.

Advances. If, for any reason If Mortgagor defaults in the conduct observance or performance of any of the provisions of the Loan Documents, including but not limited to obtaining and maintaining insurance pursuant to Paragraph 9, paying Impositions pursuant to Paragraph 7, and maintaining the Mortgaged Property pursuant to Paragraph 12, then Mortgagee, without waiving or otherwise impairing any other of its safekeeping duties pursuant rights or remedies, at its sole option and without obligation to Section 5 hereof do so, and without demand upon Mortgagor, may make any such payment or its administration take such action as Mortgagee deems necessary or appropriate to correct such Default, or to protect the security of the Fund's assets pursuant to Section 6 hereofCollateral encumbered by the Loan Documents. All payments so made, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall together with all costs and expenses so incurred, will be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant added to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that principal amount due under the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances Note and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing thereafter will bear interest at the rate customarily charged then payable as provided for in the Note, and will be secured by the Custodian on similar loanslien and security interest granted by the Security Documents. Neither For the Custodian nor foregoing purposes, Mortgagee is authorized to (a) enter upon the Mortgaged Property; (b) appear in and defend any Subcustodian shall be obligated action or proceeding purporting to advance monies to affect the Fundsecurity of this Mortgage or the rights or powers of Mortgagee hereunder, and (c) pay, purchase, contest or compromise any encumbrance, charge or lien that in the event that reasonable judgment of Mortgagee appears to adversely affect the Collateral; and (d) take whatever action Mortgagee, in its discretion, deems necessary or appropriate in exercising any such Advance occurspowers. Notwithstanding the foregoing, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken Mortgagor immediately, upon Mortgagee’s demand, will pay all sums so expended by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid Mortgagee with interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>stated above.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in In the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund Trustor shall fail to repay when due maintain the principal balance full insurance coverage required by this Deed of an Advance and accrued and unpaid interest thereonTrust or shall fail to keep the Security in accordance with the Grant Documents, the Custodian Beneficiary, after at least seven (7) dayS prior notice to Trustor, may (but shall be under no obligation to) take out the required policies of insurance and pay the premiums on the same or its assigneemay make such repairs or replacements as are necesry and provide for payment thereof and all amounts so advanced therefor by the Beneficiary shall become an additional obligation ofthe Trustor to the Beneficiary (together with interest as set forth below) and shall be secured hereby, which amounts the Trustor agrees to pay on the demand ofthe Beneficiary, and ifnot so paid, shall bear interest from the date of the advance at the lesser often percent (10%) per-annum or the maximum-rate permitted by law. ARTICLE S: DAMAGE, DESTRUCTION OR CONDEMNATION Section 5.1 Awards and Damages. ..� II Alljudgments, awards of damages, settlements and compensation made in connection with or in lieu of(1) taking 0fall or any part ofor any interest in the Property by or under assertion of the power of eminent domain, (2) any damage to or destruction oftlie Property or in any part thereofby insured casualty, and (3) any other injwy or damage to all or any part of the Property ("Fundsj are hereby assigned to and shall be paid to the Beneficiary by a check made payable to the Beneficiary. The Beneficiary is authorized and empowered (but not required) to collect and receive any fimds and is authorized to apply them in whole or in part upon any indebtedness or obligation secured hereby, in such order and manner as the case may be, Beneficiary shall determine at its sole option. Following an Event ofDefauIt. the Beneficiary shall be entitled to utilize settle and adjust all claims under insurance policies provided under this De ofTrust and may deduct and retain from the available cash balance proce of such insurance the amount of all expenses incurred by it in connection with any such settlement or adjustment. All or any part ofthe amounts so collected and recovered by the applicable Series Agency Beneficiary may be released to Trustor upon such conditions as the Beneficiary may impose for its disposition. Application of al or Principal Account any part ofthe Funds collected and received by the B eneficiary or the release thereof shall not cure or waive any defauIt under this De of Trust 'The rights of the Beneficiary under this Section 4.1 are subject to dispose the rights of any agreed upon Investments senior mortgage lender. Notwithstanding tbe provisions of this Section, the Beneficiary shall release the Funds to Trustor to be used to reconstruct the extent necessary improvements on the Property provided that Beneficiary reasonably determines that Trustor (when taking into account the Funds) has sufficient fimds to recover payment of all principal of, and interest on, such Advance in fullrebuild 57296\1 060\757483.4 E-8 Attachment D Section 6.1 ARTICLE 6: AGREEMENTS AFECfING THE PROPERTY; FURTHER ASSURANCES; PAYMENT OF � AMOUNT AND INTEREST Other Agreements Affecting Property. . The Custodian may assign Trustor shall duly and punctually perform all tenDS, covenants, conditions and agreements binding upon it under the Grant Documents and any rights it has hereunder to a Subcustodian other agreement of any nature whatsoev' er now or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of hereafter involving or affecting the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Security or any part thereof.

Advances. If, for any reason in (a) On the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofterms and conditions hereinafter set forth, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit Borrower may, by delivery of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant a Funding Request to the Custodian a continuing security interest in certain Investments (as mutually agreed Administrative Agent and each Managing Agent, from time to time on any Business Day during the Revolving Period, at its option, request that the Lenders make Advances to it (including, in the case of the Swingline Lender, any Swingline Advances) in an amount which, at any time, shall not exceed the Availability in effect on the related Funding Date. Such Funding Request shall be delivered not later than 11:00 a.m. (New York City time) as security for on the requested Funding Date; provided, however that notwithstanding anything contained herein to the contrary, no more than two Advances may be made in a calendar week. Upon receipt of such AdvanceFunding Request, such security interest to be effective only as long as such Advance remain outstanding; andthe Administrative Agent (or, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian if applicable, each Managing Agent) shall promptly notify forward such Funding Request to the Fund of any Lenders (or if applicable, each Managing Agent shall promptly forward such Advances Funding Request to the Lenders in its Lender Group), and the time at which such Advances must applicable portion of the Advance will be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged made by the Custodian on similar loansLenders in accordance with their Pro-Rata Shares. Neither Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the Custodian nor any Subcustodian contrary, no Lender shall be obligated to advance monies make any Advance in an amount that would result in the aggregate Advances then funded by such Lender exceeding its Commitment then in effect. The obligation of each Lender to remit its Pro-Rata Share of any such Advance allocated to its Lender Group shall be several from that of each other Lender, and the failure of any Lender to so make such amount available to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and Borrower shall not be deemed relieve any other Lender of its obligation hereunder. Each Advance to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited made ratably among the Lender Groups in accordance with their Group Advance Limits. For the avoidance of doubt, each Lxxxxx’s obligation to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 refund Swingline Advances pursuant to Section 2.2(f) shall constitute usage of its Commitment. (b) The Borrower may, no later than ninety (90) days prior to the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that date which is a Securities Intermediary under such Articles 8 and 9. <PAGE>two years

Advances. If(a) Subject to the terms and conditions of this Agreement, for any reason each Lender severally agrees to make Loans prior to the Maturity Date to the Borrower in an aggregate principal amount that will not result in (i) the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration unpaid principal balance of the FundLoan made by such Lender plus the LC Exposure of such Lender exceeding such Lender's assets pursuant to Section 6 hereofLender Commitment, or (ii) the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit aggregate principal balance of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at Notes plus the end of, any Business Day), Fund hereby does: 7.6.1 grant to aggregate LC Exposure of all of the Custodian Lenders exceeding the Commitment. Each such request for a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance Loan by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances Borrower shall be deemed a loan payable on demandrequest for a Loan from each Lender equal to such Lender's Percentage of the aggregate amount so requested, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian and such aggregate amount shall be obligated in an amount at least equal to advance monies $1,000,000.00 and equal to a multiple of $250,000.00, or the Fund, difference between (x) the Commitment and in (y) the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk sum of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the aggregate principal balance of the Notes and the aggregate LC Exposure, whichever is less, provided, that a Base Rate Borrowing may be in the amount required to finance the reimbursement of an Advance LC Disbursement as contemplated in Section 2.8(e). Each repayment of the Loans shall be deemed a repayment of each Lender's Loan equal to such Lender's Percentage of the amount so repaid. The obligations of the Lenders hereunder are several and accrued not joint, and unpaid interest thereonthe preceding two sentences will give rise to certain inappropriate results if special provisions are not made to accommodate the failure of a Lender to fund a Loan as and when required by this Agreement; therefore, notwithstanding anything herein to the contrary, (A) no Lender shall be required to make Loans at any one time outstanding in excess of the difference between such Lender's Percentage of the Commitment and such Lender's LC Exposure, and (B) if a Lender fails to make a Loan as and when required hereunder and Borrower subsequently makes a repayment on the Loans, such repayment shall be divided among the non-defaulting Lenders ratably in accordance with their respective Percentages until each Lender has its Percentage of all of the outstanding Loans, and the balance of such repayment shall be divided among all of the Lenders in accordance with their respective Percentages. The Loans shall be evidenced by the Notes substantially in the form of Exhibit C attached hereto. The Borrower, the Custodian or its assignee, as Agent and the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 Lenders agree that Chapter 346 of the UCC. AccordinglyTexas Finance Code shall not apply to this Agreement, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Notes or any Loan.

Advances. IfEach Purchaser, for with respect to the Note or Notes issued to it, may be requested by the Issuer to make Advances from time to time in accordance with, and subject to the conditions and terms of, the Indenture and upon the satisfaction, as of the applicable Advance Date, of each of the conditions set forth in Sections 2.11 or 2.12 of the Indenture and Sections 4.01 and/or 4.02 hereof. The aggregate amount of Advances to be made pursuant to any reason Funding Request (the aggregate amount of Advances made pursuant to a Funding Request being an "Aggregate Advance") shall be made under the Class A Notes in an amount equal to the Class A Pro Rata Share times such Aggregate Advance and under the Class B Notes in an amount equal to the Class B Pro Rata Share times such Aggregate Advance. Each Class A Noteholder's Advance as part of such Aggregate Advance shall be in an amount equal to its Class A Noteholder Pro Rata Share of the Class A Noteholder Advances which are part of such Aggregate Advance, and each Class B Noteholder's Advance as part of such Aggregate Advance shall be in an amount equal to its Class B Noteholder Pro Rata Share of the Class B Noteholder Advances which are part of such Aggregate Advance. Unless otherwise agreed to by the Agent, each Aggregate Advance shall be in a minimum amount of $1,000,000, provided that: (a) after giving effect to such Aggregate Advance, the Note Principal Balance with respect to the Class A Notes shall not exceed the Maximum Class A Outstanding Note Amount, the Note Principal Balance with respect to the Class B Notes shall not exceed the Maximum Class B Outstanding Note Amount and the amount on deposit in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Spread Account shall be overdrawn either duringequal to or greater than the Requisite Amount, or (b) unless otherwise agreed by the Agent, such Aggregate Advance shall not occur during any calendar week in which another Aggregate Advance has been made to the Issuer and (c) the Issuer shall, at least three (3) Business Days prior to the end ofproposed date of such Aggregate Advance, any Business Daygive the Agent an irrevocable written request (such request a "Funding Request") specifying: (i) the proposed date of such Aggregate Advance, (ii) the amount of such Aggregate Advance and the amount of Class A Note Advances and Class B Note Advances which shall comprise such Aggregate Advance), Fund hereby does: 7.6.1 grant (iii) the bank account to which the funds from such Aggregate Advance should be sent, (iv) the proposed Interest Rate Period or Periods with respect to the Custodian Tranches for the Class A Note Advances and Class B Note Advances that comprise the Aggregate Advance, (v) a continuing security interest computation of the Class A Receivables Advance Amount and the Class B Receivables Advance Amount, (vi) a calculation of the Requisite Amount after giving effect to such Aggregate Advance, and (vii) the amount, if any, to be allocated from such Aggregate Advance and deposited to the Spread Account on the related Funding Date such that the amount on deposit therein is equal to or greater than the Requisite Amount. Each Funding Request shall also include a computation demonstrating that after giving effect to such Aggregate Advance, the Collateral Test shall be satisfied and that the representations and warranties set forth in certain Investments (as mutually agreed from time Section 3.02(a)(xxv) of the Sale and Servicing Agreement are true with respect to time) as security for the Subsequent Receivables to be transferred on the proposed date of such Advance, such security interest . Each Purchaser shall transfer the amount of its Advance or Advances in immediately available funds to be effective only as long as such the account and on the date of the Aggregate Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest specified in such Investments under Applicable Lawrequest. The Custodian shall promptly notify the Fund purchase price of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an each Advance shall be for the account and risk paid in accordance with Section 2.14 of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Indenture.

Advances. If, for any reason in (a) On the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofterms and conditions hereinafter set forth, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit Borrower may, by delivery of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant a Funding Request to the Custodian a continuing security interest in certain Investments (as mutually agreed Administrative Agent, from time to time on any Business Day during the Revolving Period, at its option, request that the Lenders make advances (each, an “Advance”) to it in an amount which, at any time, shall not exceed the Availability in effect on the related Funding Date. Such Funding Request shall be delivered not later than 12:00 noon (New York City time) as security for on the date which is one (1) Business Day prior to the requested Funding Date. Following receipt by the Administrative Agent of a Funding Request, the Administrative Agent shall forward such Funding Request to each Managing Agent not later than 1:00 p.m. (New York City time) that day. Upon receipt of such Funding Request, each Managing Agent shall request the CP Lender in its Lender Group to make the Advance, and such security interest CP Lender may from time to time during the Revolving Period, in its sole discretion, agree or decline to make the Advance. If any CP Lender declines to make all or any part of a proposed Advance, it shall so notify the Committed Lenders and the applicable portion of the Advance will be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that made by the Custodian may secure the resulting Advance by perfecting a security interest Committed Lenders in such Investments under Applicable LawCP Lender’s Lender Group in accordance with their Pro-Rata Shares. The Custodian shall promptly notify Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demandcontrary, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian no Committed Lender shall be obligated to advance monies to the Fund, and make any Advance in an amount that would result in the event that aggregate Advances then funded by such Advance occursCommitted Lender exceeding its Commitment then in effect (minus the unrecovered principal amount of such Committed Lender’s advances made, downgrade draws funded or purchase prices paid pursuant to any transaction giving rise applicable Liquidity Agreement to an which it is a party). The obligation of each Committed Lender to remit its Pro-Rata Share of any such Advance shall be for several from that of each other Committed Lender, and the account and risk failure of any Committed Lender to so make such amount available to the Fund and Borrower shall not be deemed relieve any other Committed Lender of its obligation hereunder. Each Advance to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of made ratably among the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Lender Groups in accordance with their Group Advance Limits.

Advances. IfIf the Mortgagors fail to pay, for subject to any reason right hereunder to contest, any claim, lien, or encumbrance (other than Permitted Encumbrances), or, prior to delinquency, any tax or assessment, or, when due, any insurance premium, or to keep the Mortgaged Property in repair, or shall commit or permit waste, or if there shall be commenced any action or proceeding affecting the conduct of its safekeeping duties pursuant to Section 5 hereof Mortgaged Property or its administration the title thereto, or the interest of the Fund's assets pursuant to Section 6 hereofTrustee therein, including, but not limited to, eminent domain and bankruptcy or reorganization proceedings, then the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringTrustee, or at the end ofits option, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and but shall not be deemed required to pay said claim, lien, encumbrance, tax, assessment or premium, with right of subrogation thereunder, may but shall not be a transaction undertaken required to make such repairs and take such steps as it deems advisable to prevent or cure such waste, and may but shall not be required to appear in any such action or proceeding and retain counsel therein, and take such action therein as the Trustee deems advisable, and for any of said purposes the Trustee may but shall not be required to advance such sums of money, including all costs, reasonable attorneys' fees and sums of money, including all costs, reasonable attorneys' fees and other items of expense as it deems necessary. The Mortgagors shall pay to the Trustee all sums of money so advanced by the Custodian for its own account Trustee together with interest on each such advance at two percent (2%) in excess of the Prime Rate, and riskthe repayment of such advances shall be secured hereby. If such Advance shall have been made by a Subcustodian In making any payment or securing any other personperformance relating to any obligation of the Mortgagors under this Mortgage, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereonTrustee, the Custodian or its assignee, so long as the case may beit acts in good faith, shall be entitled to utilize the available cash balance in sole judge of the applicable Series Agency or Principal Account legality, validity and to dispose amount of any agreed upon Investments to the extent lien or encumbrance and of all other matters necessary to recover payment be determined in satisfaction thereof. No such action of all principal of, and interest on, such Advance in fullthe Trustee shall ever be considered as a waiver of any right accruing to it hereunder. The Custodian Trustee shall not ever be held accountable for any delay in making any such payment, which delay may assign result in any rights it has hereunder to a Subcustodian additional interest, costs, charges or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>expenses.

Advances. If, for any reason in (a) Subject to the conduct terms and conditions of its safekeeping duties pursuant to Section 5 hereof or its administration this Agreement and subjectto the terms and conditions of the Fund's assets pursuant EXIM Guaranty, each Lender agrees severally to Section 6 hereof, the Custodian make one or any Subcustodian advances monies more Advances to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed Borrowers from time to timetime from the date hereof to and including the Termination Date in an aggregate principal amount at any time outstanding up to but not exceeding such Lender's Commitment; provided that the aggregate amount of all Advances at any time outstanding shall not exceed the lesser of (a) as security the Combined Commitments minus the outstanding Letter of Credit Liabilities or (b) the Borrowing Base minus the outstanding Adjusted Letter of Credit Liabilities. Lenders shall have no obligation to make any Advance (other than an Advance to reimburse Issuing Bank for such any draw on a Letter of Credit issued pursuant to the terms hereof) if an Event of Default or an Unmatured Event of Default has occurred and is continuing unless waived by Majority Lenders. The obligations of the Lenders under the Commitments are several and notjoint. The failure of any Lender to make an Advance required to be made by it shall not relieve any other Lender of its obligation to make its Advance, such security interest and no Lender shall be responsible for the failure of any other Lender to make the Advance to be effective only as long as made by such other Lender. No Lender shall ever be required to lend hereunder in excess of its legal lending limit. Subject to the foregoing limitations, and the other terms and provisions of this Agreement, Borrowers may borrow, repay, and reborrowhereunder. Each Advance and the underlying transaction related to such Advance remain outstanding; and, 7.6.2 agree that shall satisfy all the Custodian provisions and requirements of the Borrower Agreement. Agent and Lenders may secure refuse to make any Advances if the resulting Advance by perfecting a security interest EXIM Guaranty is not in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of full force and effect in any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated manner with respect to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise related to an Advance. No Advance shall be for made after the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, Availability Date (as the case may be, shall be entitled to utilize the available cash balance defined in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>EXIM Guaranty).

Advances. IfAt any time on or after January 7, 2011 (provided, however, for any reason Draw Down on January 7, 2011, the Company shall provide written notice to the Holder no less than 10 Trading Days prior to such date), upon the satisfaction of the conditions set forth in the conduct of its safekeeping duties pursuant Purchase Agreement, the Company may request up to Section 5 hereof or its administration five (5) Advances from the Holder from the Original Issue Date through the Advance End Date, in an aggregate Principal Amount at any one time outstanding not to exceed the Maximum Funded Amount. The Holder shall not make an Advance if the sum of the Fund's assets pursuant aggregate Principal Amount of the outstanding Advances plus the Principal Amount of such requested Advance would exceed an amount equal to Section 6 the Maximum Funded Amount. Each Advance shall be in an amount not greater than $300,000 in the aggregate ($100,000 each among all of the holders under this Debenture) and shall be made on at least ten (10) Trading Days’ prior written notice from the Company to the Holder. Each request for an Advance (a “Notice of Borrowing”) shall be made by telephonic or written communication by the Company to the Holder and shall certify that the closing conditions specified in the Purchase Agreement shall be met on or prior to the date set for such Advance. The Notice of Borrowing shall specify the proposed amount of such Advance and the Trading Day on which such Advance shall be made. Prior to the Trading Day on which an Advance is requested to be made in a Notice of Borrowing, the Holder shall notify the Company whether it will make the requested Advance, and, if the Holder states that it will not make such Advance, shall specify the reasons therefor. If the Holder notifies the Company that it will make a requested Advance, then on the Trading Day specified in the Notice of Borrowing and upon fulfillment of the applicable terms and conditions hereof, the Custodian or any Subcustodian advances monies Holder will make the proceeds of such Advance available to facilitate settlement or otherwise for benefit the Company by wire transfer to such account of the Fund (whether or not any Principal or Agency Account Company as the Company shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant specify to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable LawHolder. The Custodian shall promptly notify the Fund Principal Amount of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall prepaid or repaid hereunder may not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>reborrowed.

Advances. If(a) Subject to the terms and conditions of this Agreement, for any reason each Lender severally agrees to make Committed Loans (other than Swing Loans) prior to the Revolving Credit Termination Date to the Borrower not to exceed an amount (in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofaggregate, the Custodian or "Commitment") at any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant one time outstanding equal to the Custodian Lender's Lender Commitment. Each such request for a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance Committed Loan by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances Borrower shall be deemed a loan payable on demandrequest for a Committed Loan from each Lender equal to such Lender's Percentage of the aggregate amount so requested, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian and such aggregate amount shall be obligated in an amount at least equal to advance monies $1,000,000.00 and equal to a multiple of $100,000.00, or the difference between the Commitment and the aggregate principal balance of the Notes, whichever is less. Each repayment of the Committed Loans shall be deemed a repayment of each Lender's Committed Loan equal to such Lender's Percentage of the amount so repaid. The obligations of the Lenders hereunder are several and not joint, and the preceding two sentences will give rise to certain inappropriate results if special provisions are not made to accommodate the failure of a Lender to fund a Committed Loan as and when required by this Agreement; therefore, notwithstanding anything herein to the Fundcontrary, (A) no Lender shall be required to make Committed Loans at any one time outstanding in excess of such Lender's Percentage of the Commitment and (B) if a Lender fails to make a Committed Loan as and when required hereunder and Borrower subsequently makes a repayment on the Committed Loans, such repayment shall be split among the non-defaulting Lenders ratably in accordance with their respective Percentages until each Lender has its Percentage of all of the outstanding Committed Loans, and the balance of such repayment shall be divided among all of the Lenders in accordance with their respective Percentages. Notwithstanding the event that such Advance occursforegoing, any transaction giving rise to an Advance borrowings and payments of Swing Loans shall be for Chase's own account. The Loans (other than Swing Loans) shall be evidenced by the account Notes substantially in the form of Exhibit C attached hereto. The Borrower, the Agent and risk the Lenders agree that Chapter 346 of the Fund and Texas Finance Code shall not be deemed apply to be a transaction undertaken by this Agreement, the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian Notes or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Loan.

Advances. If8.1 Lenders' Obligations Relating to L/Cs and Credits A and B [Note: Section amended by Fourth Amending Agreement] Notwithstanding that L/Cs under Credits A and B are issued by an Issuing Bank, for any reason in it is the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration intention of the Fundparties that the ultimate credit risk and exposure of any Lender be in accordance with its overall Proportionate Share of Credits A and B, respectively. Each Lender shall (and hereby absolutely, unconditionally and irrevocably agrees to) indemnify the Issuing Bank for that Lender's assets pursuant Proportionate Share under the applicable Credit of any payment made by the Issuing Bank in respect of an L/C for which the Issuing Bank is not immediately reimbursed by the relevant Borrower, and shall do all such things, including delivery of indemnity agreements and assignments to Section 6 hereofother Lenders of Advances made by the Issuing Bank, as shall be required to ensure that result. Any such action on the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit part of the Fund (whether or not any Principal or Agency Account Lenders shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree binding on that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other personBorrower. If the Fund rating of the non-credit-enhanced senior debt of any Lender by Standard & Poor's Corporation or Xxxxx'x Investors Services Inc. is at any time less than "A" or "A2" respectively, that Lender shall, if requested by an Issuing Bank, provide Collateral (in a form satisfactory to the Issuing Bank acting reasonably) to secure that Lender's obligations under this clause. Similarly, notwithstanding that Advances under Credit A2 are for the time being made by BNS and its participation in Advances under Credit A1 is reduced, and the participation of the other Credit A Lenders is increased, in accordance with Section 8.2, it is the intention of the parties that the ultimate credit risk and exposure of any Credit A Lender in respect of Credit A be in accordance with its Proportionate Share of the entire amount of Credit A. Accordingly, upon the Obligations becoming due and payable under Section 11.2, each Credit A Lender shall fail (and hereby absolutely, unconditionally and irrevocably agrees to) do all such things, including delivery of indemnity agreements and assignments to repay when other Credit A Lenders of Advances made by BNS under Credit A2 or assignments to BNS of Advances made by other Credit A Lenders under Credit A1 as shall be required to ensure that result. Any such action on the part of the Credit A Lenders shall be binding on CHC. Similarly, notwithstanding that Advances under Credit B2 are for the time being made by BoS and its participation in Advances under Credit B1 is reduced, and the participation of the other Credit B Lenders is increased, in accordance with Section 8.2, it is the intention of the parties that the ultimate credit risk and exposure of any Credit B Lender in respect of Credit B be in accordance with its Proportionate Share of the entire amount of Credit B. Accordingly, upon the Obligations becoming due and payable under Section 11.2, each Credit B Lender shall (and hereby absolutely, unconditionally and irrevocably agrees to) do all such things, including delivery of indemnity agreements and assignments to other Credit B Lenders of Advances made by BoS under Credit B2 or assignments to BoS of Advances made by other Credit B Lenders under Credit B1 as shall be required to ensure that result. Any such action on the principal balance part of an Advance the Credit B Lenders shall be binding on the European Borrowers and accrued and unpaid interest thereonCHC. If any Lender fails to take the actions required under this Section, the Custodian or its assigneeAgent may, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments without prejudice to the extent other rights of the Lenders, make such adjustments to the payments to the defaulting Lender under this Agreement as are necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of compensate the UCC. Accordingly, other Lenders for the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>defaulting Lender's failure.

Advances. If(a) Subject to the terms and conditions of this Agreement, for each Lender severally agrees to make Loans (other than Swing Loans and Competitive Bid Loans) prior to the Maturity Date to the Borrower not to exceed an amount at any reason in one time outstanding equal to such Lender's Lender Commitment, provided that at no time shall any Lender's Revolving Credit Exposure exceed its Lender Commitment. At no time shall the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration sum of the Fund's assets pursuant to Section 6 hereof, aggregate Revolving Credit Exposures plus any outstanding Swing Loans and Competitive Bid Loans exceed the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise Total Commitment. Each such request for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance Loan by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances Borrower shall be deemed a loan payable request for a Loan from each Lender equal to such Lender's Percentage of the aggregate amount so requested, and such aggregate amount shall be in an amount at least equal to $1,000,000.00 and equal to a multiple of $250,000.00, or the difference between the Total Commitment and the sum of the outstanding Swing Loans plus the outstanding Competitive Bid Loans plus the aggregate Revolving Credit Exposures, whichever is less. Each repayment of the Loans (other than a repayment of a Competitive Bid Loan) shall be deemed a repayment of each Lender's Loan equal to such Lender's Percentage of the amount so repaid. The obligations of the Lenders hereunder are several and not joint, and the preceding two sentences will give rise to certain inappropriate results if special provisions are not made to accommodate the failure of a Lender to fund a Loan as and when required by this Agreement; therefore, notwithstanding anything herein to the contrary, (A) no Lender shall be required to make Loans at any one time outstanding in excess of such Lender's Percentage of the Total Commitment and (B) if a Lender becomes a Defaulting Lender and Borrower subsequently makes a repayment on demandthe Loans, bearing interest at such repayment shall be divided among the rate customarily charged non‑defaulting Lenders ratably in accordance with their respective Percentages until each Lender has its Percentage of all of the outstanding Loans, and the balance of such repayment shall be divided among all of the Lenders in accordance with their respective Percentages. The Loans (other than the Swing Loans and the Competitive Bid Loans) shall be evidenced by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and Revolving Notes substantially in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk form of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Exhibit C attached hereto.

Advances. IfOn the terms and conditions hereinafter set forth, for the Borrower may at its option, by delivery of a Notice of Borrowing to the Administrative Agent and each Lender Agent, from time to time on any reason in Business Day from the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration Closing Date until the end of the Fund's assets pursuant Revolving Period (but in no event more than 2 times per calendar week), request that the Lenders make Advances to it in an amount which after giving effect to such Advances, would not cause the aggregate Advances Outstanding to exceed the Maximum Availability on such date; provided that with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio, such Advance resulted in, or results in, Collateral Quality Improvement, determined as of the CQI Advance Determination Date. Such Advances shall be used for the purposes contemplated in Section 6 5.02(h) hereof. Upon receipt of such Notice of Borrowing, the Custodian Lender Agent for each Lender Group containing one or more Conduit Lenders shall notify the Conduit Lenders in its Lender Group of the requested Advance, and such Conduit Lenders may, in their sole discretion, agree or decline to make the Advance. If any Conduit Lender declines to make all or any Subcustodian advances monies to facilitate settlement or otherwise part of a proposed Advance, the Lender Agent for benefit such Conduit Lender shall so notify the Liquidity Banks in its Lender Group and the applicable portion of the Fund Advance shall be made by such Liquidity Banks in accordance with their ratable shares of the Group Advance Limit for their Lender Group. Under no circumstances shall any Conduit Lender make any Advance or shall any Liquidity Bank or any Institutional Lender be required to make any Advance if after giving effect to such Advance and the addition to the Collateral Portfolio of the Eligible Loan Assets being acquired by the Borrower using the proceeds of such Advance, (i) an Event of Default has occurred and is continuing or would result therefrom or an Unmatured Event of Default exists or would result therefrom or (ii) the aggregate Advances Outstanding would exceed the Maximum Availability. Notwithstanding anything contained in this Section 2.01 or elsewhere in this Agreement to the contrary, (A) no Liquidity Bank shall be obligated to make any Advance in an amount that would, after giving effect to such Advance, exceed such Liquidity Bank’s Commitment less the sum of (x) the aggregate outstanding amount of any Advances funded by such Liquidity Bank under such Liquidity Bank’s Liquidity Agreement plus (y) such Liquidity Bank’s ratable share of the aggregate outstanding Advances made by the Conduit Lenders in such Liquidity Bank’s Lender Group (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Dayportion thereof has been assigned under a Liquidity Agreement), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to timeB) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian no Institutional Lender shall be obligated to advance monies make any Advance in an amount that would, after giving effect to such Advance, exceed such Institutional Lender’s Commitment less the Fundaggregate outstanding amount of any Advances funded by such Institutional Lender, and (C) no Conduit Lender shall make any Advance in an amount that would, after giving effect to such Advance, result in the event that aggregate Advances then funded by all of the Conduit Lenders in a Lender Group exceeding the Group Advance Limit for such Lender Group then in effect and (D) no Conduit Lender shall make any Advance occurs, any transaction giving rise to an Advance and no Liquidity Bank or Institutional Lender shall be for the account and risk of the Fund and shall not be deemed required to be a transaction undertaken by the Custodian for its own account and risk. If make any Advance if after giving effect to such Advance shall have been made by a Subcustodian or any other personAdvance, the Custodian may assign any rights granted aggregate amount of Advances Outstanding would exceed the Maximum Availability. Each Advance to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall DMSLIBRARY01\30388519.v8 be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken made hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of made ratably among the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Lender Groups in accordance with their Group Advance Limits.

Advances. If, for any reason Advances will be made in the conduct Bank’s reasonable discretion and so long as the Borrower is not in Default. The Revolving Loan will be due and payable on December 31, 2019 despite the enumeration of its safekeeping duties pursuant to Section 5 hereof an Event of Default, set forth herein and despite the use of any express or its administration implied term. The obligation of the Fund's assets pursuant Bank to make initial advances to the Borrower is subject to the conditions precedent in Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit 4 below. The obligation of the Fund Bank to make any subsequent advances is subject to the conditions precedent that: (whether a) no event has occurred and is continuing which would constitute an Event of Default; (b) no event would constitute an Event of Default; (c) the Bank has, upon request, received a certificate signed by a duly authorized officer of the Borrower stating that all representations and warranties contained in this Loan Agreement are correct as though made on and as of the date of such certificate; (d) the Bank has received such other approvals, opinions, or documents as the Bank may reasonably request; and (e) there has been no material adverse change in the financial condition of the Borrower since the date of the latest financial statement delivered to the Bank. The Borrower agrees that the Bank may, in its reasonable discretion and provided that the Borrower is not in Default, and only through the undersigned officer of the Bank (or in the undersigned officer's absence another officer of the Bank), make loan advances of the principal amount of the Amended and Restated Committed Revolving Note to the Borrower upon written authority only of any Principal officer executing the Borrower’s Banking Resolutions on behalf of the Borrower. The Bank may deliver the Revolving Loan proceeds by direct deposit to any demand deposit account of the Borrower with the Bank or Agency Account otherwise, as so authorized, and all such Revolving Loan advances as evidenced by the Amended and Restated Committed Revolving Note and any amendment thereto shall represent binding obligations of the Borrower and any endorser(s) thereunder. Interest shall be overdrawn either during, or at calculated on the end of, any Business Day), Fund hereby does: 7.6.1 grant basis of a 360 day year over the actual number of elapsed days. All payments made hereunder shall be applied first to the Custodian a continuing security interest in certain Investments (as mutually agreed from time payment of fees and expenses, second to time) as security for such Advancelate charges hereunder, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies third to the Fundpayment of interest, and in then the event that such Advance occursbalance, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may beif any, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments applied to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>principal.

Advances. IfEach Bank will make its pro rata share of each Revolving Loan advance available to the Agent by 3:00 p.m. (Charlotte, for any reason North Carolina time) on the date specified in the conduct Notice of its safekeeping duties pursuant to Section 5 hereof or its administration Borrowing by deposit in U.S. dollars of immediately available funds at the offices of the Fund's assets pursuant to Section 6 hereofAgent in Charlotte, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringNorth Carolina as provided in signature pages, or at such other address as the end ofAgent may designate in writing. All Revolving Loan advances shall be made by the Banks pro rata on the basis of each Bank's Commitment Percentage. No Bank shall be responsible for the failure or delay by any other Bank in its obligation to make Revolving Loan advances hereunder; provided, however, that the failure of any Business Day), Fund hereby does: 7.6.1 grant Bank to fulfill its commitments hereunder shall not relieve any other Bank of its commitments hereunder. Unless the Agent shall have been notified by any Bank prior to the Custodian a continuing security interest in certain Investments (as mutually agreed from time making of any such Revolving Loan advance that such Bank does not intend to time) as security for such Advance, such security interest make available to the Agent its portion of the Revolving Loan advance to be effective only as long as made on such Advance remain outstanding; anddate, 7.6.2 agree the Agent may assume that such Bank has made such amount available to the Custodian Agent on the date of such Revolving Loan advance, and the Agent, in reliance upon such assumption, may secure (in its sole discretion without any obligation to do so) make available to the resulting Advance by perfecting Borrower a security interest corresponding amount. If such corresponding amount is not in fact made available to the Borrower, the Agent shall be entitled to recover such Investments under Applicable Lawcorresponding amount from such Bank. The Custodian shall If such Bank does not pay such corresponding amount forthwith upon the Agent's demand therefor, the Agent will promptly notify the Fund of any such Advances Borrower and the time at which Borrower shall immediately pay such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies corresponding amount to the Fund, and in Agent. The Agent shall also be entitled to recover from such Bank or the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assigneeBorrower, as the case may be, shall be entitled to utilize interest on such corresponding amount in respect of each day from the date such corresponding amount was made available cash balance in by the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments Agent to the extent necessary Borrower to recover payment the date such corresponding amount is recovered by the Agent, at a per annum rate equal to (i) if paid by such Bank, within two Business Days of all principal ofmaking such corresponding amount available to the Borrower, the overnight Federal Funds Rate, and interest onthereafter the Prime Rate, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of (ii) if paid by the UCC. AccordinglyBorrower, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>then applicable rate calculated in accordance with Section 2.4.

Advances. If(a) If Servicer, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof trustee or its administration trust fund incurs any liabilities, costs, fees or expenses (including, without limitation, legal fees and special servicing fees), or makes any protective or other property advances on behalf of the Fund's assets pursuant to Section 6 hereofBorrower or other servicing and/or property advances, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security together with interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of on any such Advances advances (such advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, collectively, “Advances”) in connection with the Custodian Loan, any actual or proposed amendment or waiver of any term thereof or restructuring or refinancing thereof or with any effort to enforce or protect A-1 Lender’s or A-2 Lender’s rights or interests with respect thereto, then Servicer shall be reimbursed promptly from payments otherwise distributable to such Lenders in accordance with Section 2(a) hereof, to the extent such costs are not reimbursed by or on behalf of the Borrower. Except to the extent set forth in the immediately succeeding two sentences, no Lender shall have any liability under this Section in excess of the value of its assigneerespective Note or in excess of the payments due to such Lender. The pooling and servicing agreement governing the A-2 Note may provide for the servicing party and/or trustee and/or fiscal agent thereunder to make Advances if such advances are not made under the Pooling Agreement, as in which case the case may be, party making such Advances shall be entitled to utilize the available cash balance reimbursement in the applicable Series Agency or Principal Account and to dispose of same manner as if the Advance were made by Servicer. After the Securitization Date, if the A-2 Note has not been included in a Securitization, any agreed upon Investments nonrecoverable Advances with respect to the extent necessary Loan shall be reimbursed to recover payment the Servicer out of all principal ofgeneral collections on the loan for the A-1 Note and from the A-2 Lender on a pro rata basis based on the A-1 Note Principal Balance and the A-2 Note Principal Balance. If both A-1 Note and A-2 Note have been included in Securitization Trusts, under the pooling and interest onservicing agreement related to the A-2 Lender, the master servicer, special servicer, trustee or fiscal agent, as applicable, under such pooling and servicing agreement shall be required to reimburse the Servicer from general collections on the loans included in such Securitization Trust for the related Note’s portion of nonrecoverable Advances made with respect to the Loan, such Advance in full. The Custodian may assign any rights it has hereunder portion to be determined on a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 pro rata basis based on the A-1 Note Principal Balance and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>A-2 Note Principal Balance.

Advances. IfUpon the effectiveness of this Agreement, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration each of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit New Lenders and each of the Fund Existing Lenders whose Revolving Credit Specified Percentage, Facility A Term Loan Specified Percentage, Facility B Term Loan Specified Percentage and/or Facility C Term Loan Specified Percentage is amended by this First Amendment, through the Administrative Agent, by assignments, purchases and adjustments (whether or not any Principal or Agency Account which shall occur and shall be overdrawn either during, or at the end of, any Business Daydeemed to occur automatically upon such effectiveness), Fund hereby does: 7.6.1 grant shall have purchased or sold such Advances so that after giving effect to the Custodian a continuing security interest such assignments, purchases and adjustments, each Lender shall hold, as appropriate, (a) Revolving Credit Advances and Reimbursement Obligations ratably in certain Investments accordance with its Revolving Credit Specified Percentage, as established or amended hereby, (b) Facility A Term Loan Advances ratably in accordance with its Facility A Term Loan Specified Percentage, as mutually agreed from time to timeestablished or amended hereby, (c) Facility B Term Loan Advances ratably in accordance with its Facility B Term Loan Specified Percentage, as security for such Advanceestablished or amended hereby, such security interest to be effective only and/or (d) Facility C Term Loan Advances ratably in accordance with its Facility C Term Loan Specified Percentage, as long as such Advance remain outstanding; and, 7.6.2 established or amended hereby. The parties hereto agree that the Custodian may secure requirements of SECTION 11.6 of the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies Credit Agreement with respect to the Fund, Assignments are hereby waived for purposes of this First Amendment only. Each Lender selling and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian assigning all or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance portion of an Advance as a result of this First Amendment hereby represents and accrued warrants that such interest being sold and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account assigned is free and to dispose clear of any agreed upon Investments Lien or advance claim. Each Lender purchasing all or any portion of an Advance as a result of this First Amendment assumes no obligations of any Lender incurred or as a result of action or inaction by any Lender prior to the extent necessary to recover payment effectiveness of all principal of, and interest on, such Advance this First Amendment other than in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated respect of Reimbursement Obligations outstanding as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits effectiveness of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>this First Amendment.

Advances. IfAt the request of Borrower, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofLender agrees, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant subject to the Custodian a continuing security interest in certain Investments terms and conditions hereinafter set forth, to make loans (as mutually agreed each such loan being herein sometimes called individually an "Advance" and collectively the "Advances") to Borrower from time to time) as security for time on any Business Day during the period from the date hereof and ending on the Termination Date; provided, however, that Lender shall not be required to make any Advance if, after giving effect to such Advance, the aggregate unpaid principal amount of Advances outstanding would exceed the lesser of the Borrowing Base or the Maximum Principal Amount. The amount of each such security interest Advance shall be charged to Borrower's loan account. Borrower acknowledges that Lender may, but shall not be obligated to, make an Advance at any time in an amount equal to any overdraft in any account of Borrower maintained with Lender or any Participant even if the aggregate unpaid principal amount of Advances exceeds or would exceed the Borrowing Base or the Maximum Principal Amount. In order to obtain an Advance, Borrower shall give written or telephonic notice to Lender, by not later than 11:00 a.m. (Minneapolis time) on the date the requested Advance is to be effective only as long as made. Lender, shall make such Advance remain outstanding; andby transferring the amount thereof in immediately available funds for credit to an account (other than a payroll account) of Borrower at Lender, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest as specified in such Investments under Applicable Lawnotice. At the request of Lender, Borrower shall confirm in writing any telephonic notice. The Custodian obligation of Lender to make Advances shall promptly notify terminate on the Fund Termination Date. If at any time the sum of any the aggregate outstanding principal balance of the Advances exceeds the lesser of (i) the Maximum Principal Amount or (ii) the Borrowing Base, then Borrower agrees to make, on demand, a principal repayment on the Advances in an amount equal to such excess together with accrued interest on the amount repaid to the date of repayment. Borrower agrees that, on the Termination Date, it will repay the entire outstanding principal balance of the Advances together with accrued interest thereon and the time at all accrued fees without presentment or demand for payment, notice of dishonor, protest or notice of protest, all of which such Advances must be repaidare hereby waived. Such The Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged evidenced by the Custodian Note made by Borrower payable to the order of Lender in a principal amount equal to the Maximum Principal Amount; subject, however, to the provisions of the Note to the effect that the principal amount payable thereunder at any time shall not exceed the then unpaid principal amount of all Advances made by Lender. Borrower hereby irrevocably authorizes Lender to make or cause to be made, at or about the time of each Advance made by Lender, an appropriate notation on similar loansthe records of Lender, reflecting the principal amount of such Advance, and Lender shall make or cause to be made, on or about the time of receipt of payment of any principal of the Note, an appropriate notation on its records reflecting such payment. Neither The aggregate amount of all Advances set forth on the Custodian nor any Subcustodian records of Lender shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk rebuttable presumptive evidence of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued amount owing and unpaid interest thereon, on the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Note.

Advances. If, Any request for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall an Advance may be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed made from time to timetime in writing (in substantially the form attached hereto as Exhibit B) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest Lender in such Investments under Applicable Law. The Custodian shall promptly notify amounts as Borrower may choose; provided, however , (i) any requested Advance will not, when added to the Fund outstanding principal balance of any such Advances and all previous Advances, exceed the time at which such Advances must be repaid. Such Credit Limit; (ii) no Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and made in the event the board of directors of Borrower existing on the Effective Date (the “Current Directors”) (or any individuals in replacement of, or in addition to, the the Current Directors who are approved in writing by Lender in Lender’s discretion without any obligation to provide an explanation for the exercise of that such Advance occurs, any transaction giving rise discretion) cease to an Advance be the only members of the board of directors of Borrower (a “Board Member Event”); (iii) no Advances shall be for made without the account and risk unanimous approval of the Fund members of the Board of Directors of the Borrower; (iv) no Advances shall be made in the event of the discovery of a material liability not disclosed in the Company’s From 10Q or 10K filings with the Securities and Exchange Commission; and (v) no Advances shall not be deemed made without the prior written consent of Lender (which Lender may deny in its sole discretion without any obligation to provide an explanation for its exercise of its discretion) if Borrower or any of its officers, directors, employees, shareholders or affiliates become a party to a legal cause of action (whether it be local, state, federal, administrative or otherwise) related to the Borrower and/or its affiliates. Borrower shall notify the Lender of the cause of action within three (3) business days of its knowledge of the cause of action, such notice to include reasonably sufficient detail to explain the cause of action (a “Cause of Action”). Requests for Advances may be made orally or in writing by such officer of Borrower authorized by it to request such Advances. Until such time as Lender may be notified otherwise, Borrower hereby authorizes its president to request Advances. Lender may refuse to make any requested Advance if an event of default has occurred and is continuing hereunder either at the time the request is given or the date the Advance is to be a transaction undertaken made, or if an event has occurred or condition exists which, with the giving of notice or passing of time or both, would constitute an event of default hereunder as of such dates. The funds from the Advances will be used by the Custodian Borrower for its own account acquisitions and risk. If such Advance shall have been made by a Subcustodian or any other person, operating expenses in connection with the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 operations of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Borrower.

Advances. IfEach Intermediate Term Credit Loan made by a Bank on a Borrowing Date shall be in an amount equal to such Bank's Intermediate Term Credit Applicable Percentage of each Intermediate Term Credit Advance to be made to the Borrower on such Borrowing Date. No Bank shall have any obligation to make any Intermediate Term Credit Loan after the Intermediate Term Credit Maturity Date or after such obligation is sooner terminated or cancelled by the Banks pursuant to the rights afforded them herein. Within such limits, for any reason in the conduct Borrower may, within the limits of its safekeeping duties this Section 2A.01, and subject to Article VI hereof; borrow, repay pursuant to Section 5 2A.03(b) hereof and reborrow funds under this Section 2A.01. Notwithstanding any other provision of this Agreement, in no event shall any Bank be obligated to make an Intermediate Term Credit Loan if immediately thereafter the aggregate outstanding principal amount of all of such Bankts Intermediate Term Credit Loans would exceed the lesser of such Bank's then applicable Intermediate Term Credit Commitment or its administration such Bank's Intermediate Term Credit Applicable Percentage of the Fund's assets Intermediate Term Credit Borrowing Base. Each such Intermediate Term Credit Advance shall be comprised of Variable Rate Loans or Fixed Rate Loans as specified by the Borrower in the notice of advance request given pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law2A.05. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Each Intermediate Term Credit Advance shall be in an aggregate principal amount that is an integral multiple of $50,000 and not less than $1,000,000.00 in the case of an Intermediate Term Credit Advance comprised of Fixed Rate Loans or $250,000.00 in the case of an Intermediate Term Credit Advance comprised of Variable Rate Loans, or, an aggregate principal amount equal to an amount which will utilize in full the remaining amount then available to be borrowed under the Intermediate Term Credit. The failure by any Bank to make any Intermediate Term Credit Loan on the specified Borrowing Date shall not relieve any other Bank of its obligation (if any) to make its own Intermediate Term Credit Loan on such Borrowing Date, but no Bank shall be responsible for the account and risk failure of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, Bank to make the Custodian may assign any rights granted to the Custodian hereunder to Intermediate Term Credit Loan of such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Bank.

Advances. IfIf the Mortgagor fails to pay, subject to any right hereunder to contest, any claim, lien, or encumbrance (other than Permitted Encumbrances), or, prior to delinquency, any tax or assessment, or, when due, any insurance premium, or to keep the Mortgaged Property in repair, or shall commit or permit waste, or if there shall be commenced any action or proceeding affecting the Mortgagee Property or the title thereto, or the interest of the Trustee therein, including, but not limited to, eminent domain and bankruptcy or reorganization proceedings, then the Trustee, at its option, may pay said claim, lien, encumbrance, tax, assessment or premium, with right of subrogation thereunder, may make such repairs and take such steps as it deems advisable to prevent or cure such waste, and may appear in any such action or proceeding and retain counsel therein, and take such action therein as the Trustee deems advisable, and for any reason of said purposes the Trustee may advance such sums of money, including all costs, reasonable attorneys' fees and other items of expense as it deems necessary. The Mortgagor shall pay to the Trustee all sums of money so advanced by the Trustee together with interest on each such advance at two (2%) in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration excess of the Fund's assets pursuant Prime Rate, and the repayment of such advances shall be secured hereby. In making any payment or securing any performance relating to Section 6 hereofany obligation of the Mortgagor under this Mortgage, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringTrustee, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as so long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest it acts in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may begood faith, shall be entitled to utilize the available cash balance in sole judge of the applicable Series Agency or Principal Account legality, validity and to dispose amount of any agreed upon Investments to the extent lien or encumbrance and of all other matters necessary to recover payment be determined in satisfaction thereof. No such action of all principal of, and interest on, such Advance in fullthe Trustee shall ever be considered as a waiver of any right accruing to it hereunder. The Custodian Trustee shall not ever be held accountable for any delay in making any such payment, which delay may assign result in any rights it has hereunder to a Subcustodian additional interest, costs, charges or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>expenses.

Advances. IfIf the Mortgagor fails to pay, subject to any right hereunder to contest, any claim, lien, or encumbrance (other than Permitted Encumbrances), or, prior to delinquency, any tax or assessment, or, when due, any insurance premium, or to keep the Mortgaged Property in repair, or shall commit or permit waste, or if there shall be commenced any action or proceeding affecting the Mortgaged Property or the title thereto, or the interest of the Trustee therein, including, but not limited to, eminent domain and bankruptcy or reorganization proceedings, then the Trustee, at its option, may pay said claim, lien, encumbrance, tax assessment or premium, with right of subrogation thereunder, may make such repairs and take such steps as it deems advisable to prevent or cure such waste, and may appear in any such action or proceeding and retain counsel therein, and take such action therein as the Trustee deems advisable, and for any reason of said purposes the Trustee may advance such sums of money, including all costs, reasonable attorneys' fees and other items of expense as it deems necessary. The Mortgagor shall pay to the Trustee all sums of money so advanced by the Trustee together with interest on each such advance at two percent (2%) in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration excess of the Fund's assets pursuant Prime Rate, and the repayment of such advances shall be secured hereby. In making any payment or securing any performance relating to Section 6 hereofany obligation of the Mortgagor under the Mortgage, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringTrustee, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as so long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest it acts in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may begood faith, shall be entitled to utilize the available cash balance in sole judge of the applicable Series Agency or Principal Account legality, validity and to dispose amount of any agreed upon Investments to the extent lien or encumbrance and of all other matters necessary to recover payment be determined in satisfaction thereof. No such action of all principal of, and interest on, such Advance in fullthe Trustee shall ever be considered as a waiver of any right accruing to it hereunder. The Custodian Trustee shall not ever be held accountable for any delay in making any such payment, which delay may assign result in any rights it has hereunder to a Subcustodian additional interest, costs, charges or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>expenses.

Advances. IfAdvances. The Initial Lender has made the Advances to the Borrower under the Existing Credit Agreement. Due to the occurrence of one or more Events of Default, the Advances are now due and payable in full. Until the Advances are paid in full, the Advances shall continue to (a) be allocated between the Class A Notes and the Class B Notes as provided in Section 2.02 of the Existing Credit Agreement and (b) bear interest until such Advances shall be paid in accordance with their terms at the per annum rate with respect to each Interest Period at the Class A Interest Rate, with respect to that part of the Advances allocated to the Class A Notes, or the Class B Interest Rate, with respect to that part of the Advances allocated to the Class B Notes, payable on each Interest Payment Date in accordance with the provisions of the Security Agreement. Interest shall be computed on the basis of the actual number of days in such Interest Period and a 360-day year and on each Interest Payment Date shall equal all unpaid interest accrued in respect of each prior Interest Period. Each Advance shall continue to bear interest at the per annum rate with respect to each Interest Period equal to the applicable Interest Rate plus 2.00 %. If the Borrower shall have paid or agreed to pay any interest on any Advance in excess of that permitted by law, then it is the express intent of the parties hereto with respect thereto that (i) to the extent possible given the term of such Advance, all excess amounts previously paid or to be paid by the Borrower be applied to reduce the principal amount of such Advance and the provisions thereof immediately be deemed reformed and the amounts thereafter collectable thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for any reason thereunder and (ii) to the extent that the reduction of the principal amount of, and the amounts collectible under, such Advance and the reformation of the provisions thereof described in the conduct immediately preceding clause (i) are not possible given the term of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest excess amount shall be deemed to have been paid with respect to such Advance as a result of an error and upon the Lender obtaining actual knowledge of such error, such amount shall be returned to the Borrower. Each Advance shall continue to be effective only secured by the Collateral as long set forth in the Security Agreement. Except as such Advance remain outstanding; andprovided in Section 2.07 hereof, 7.6.2 agree that all sums payable by the Custodian may secure the resulting Advance by perfecting a security interest in such Investments Borrower under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances this Credit Agreement and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demandpaid without counterclaim, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fundset-off, deduction or defense and in the event that such Advance occurswithout abatement, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian suspension, deferment, diminution or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>reduction.

Advances. IfSubject to and upon the terms and conditions of this Agreement, for any reason Bank agrees to make Advances to Borrower and issue Letters of Credit, in an aggregate amount not to exceed the conduct Committed Revolving Line or the Borrowing Base, whichever is less. For purposes of its safekeeping duties this Agreement, "Borrowing Base" shall mean an amount equal to seventy five percent (75%) of Eligible Accounts, minus the face amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit) as determined by Bank with reference to the most recent Borrowing Base Certificate delivered by Borrower. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 5 hereof 2.1 may be repaid and reborrowed at any time during the term of this Agreement. On the Closing Date, Borrower shall execute and deliver to Bank the Revolving Promissory Note. Whenever Borrower desires an Advance, Borrower will notify Bank by facsimile transmission or its administration of telephone no later than 3:00 p.m. Washington, D.C. time, on the Fund's assets pursuant Business Day that the Advance is to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account be made. Each such notification shall be overdrawn either duringpromptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B hereto sent to Bank by confirmed facsimile transmission. Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest without instructions if in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any Bank's discretion such Advances are necessary to meet Obligations which have become due and the time at which such Advances must be repaidremain unpaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, Bank shall be entitled to utilize the available cash balance in the applicable Series Agency rely on any telephonic notice given by a person who Bank reasonably believes to be a Responsible Officer or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal ofa designee thereof, and interest on, Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such Advance in fullreliance. Bank will credit the amount of Advances made under this Section 2.1 to Borrower's deposit account. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder Committed Revolving Line shall terminate on the Revolving Maturity Date, at which time all Advances under this Section 2.1 and other amounts due under this Agreement (except as otherwise expressly specified herein) shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 immediately due and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>payable.

Advances. IfEach Bank will make its pro rata share of each Revolving Loan advance available to the Agent by 12:00 noon (San Francisco, for any reason California time) on the date specified in the conduct Notice of its safekeeping duties pursuant to Section 5 hereof or its administration Borrowing by deposit in U.S. dollars of immediately available funds at the offices of the Fund's assets pursuant to Section 6 hereofAgent in San Francisco, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringCalifornia as provided in Exhibit 10.1 hereto, or at such other address as the end ofAgent may designate in writing. All Revolving Loan advances shall be made by the Banks pro rata on the basis of each Bank's Commitment Percentage. No Bank shall be responsible for the failure or delay by any other Bank in its obligation to make Revolving Loan advances hereunder; provided, however, that the failure of any Business Day), Fund hereby does: 7.6.1 grant Bank to fulfill its commitments hereunder shall not relieve any other Bank of its commitments hereunder. Unless the Agent shall have been notified by any Bank prior to the Custodian a continuing security interest in certain Investments (as mutually agreed from time making of any such Revolving Loan advance that such Bank does not intend to time) as security for such Advance, such security interest make available to the Agent its portion of the Revolving Loan advance to be effective only as long as made on such Advance remain outstanding; anddate, 7.6.2 agree the Agent may assume that such Bank has made such amount available to the Custodian Agent on the date of such Revolving Loan advance, and the Agent, in reliance upon such assumption, may secure (in its sole discretion without any obligation to do so) make available to the resulting Advance by perfecting Borrower a security interest corresponding amount. If such corresponding amount is not in fact made available to the Borrower, the Agent shall be entitled to recover such Investments under Applicable Lawcorresponding amount from such Bank. The Custodian shall If such Bank does not pay such corresponding amount forthwith upon the Agent's demand therefor, the Agent will promptly notify the Fund of any such Advances Borrower and the time at which Borrower shall immediately pay such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies corresponding amount to the Fund, and in Agent. The Agent shall also be entitled to recover from such Bank or the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assigneeBorrower, as the case may be, shall be entitled to utilize interest on such corresponding amount in respect of each day from the date such corresponding amount was made available cash balance in by the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments Agent to the extent necessary Borrower to recover payment the date such corresponding amount is recovered by the Agent, at a per annum rate equal to (i) if paid by such Bank, within two Business Days of all principal ofmaking such corresponding amount available to the Borrower, the overnight Federal Funds Rate, and interest onthereafter the Prime Rate, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of (ii) if paid by the UCC. AccordinglyBorrower, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>then applicable rate calculated in accordance with Section 2.4.

Advances. If, for any reason Until all amounts outstanding in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration respect of the Fund's assets pursuant Revolving Loan shall become due and payable on the Termination Date, within the foregoing limits and subject to Section 6 hereofthe terms, provisions and limitations set forth herein, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed Borrowers may from time to time) time borrow, repay and reborrow under this subsection 2.1. Each Borrower hereby designates the Borrower Representative as security its representative and agent on its behalf for the purposes of issuing Borrowing Notices and Conversion/Continuation Notices giving instructions with respect to the disbursement of the proceeds of the Revolving Loan, selecting interest rate options, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Financing Agreements and taking all other actions on behalf of any Borrower or Borrowers under the Financing Agreements. Borrower Representative hereby accepts such Advanceappointment. The Agent and each Lender may regard any notice or other communication pursuant to any Financing Agreements from the Borrower Representative as a notice or communication from all Borrowers, such security interest and may give any notice or communication required or permitted to be effective only as long as given to any Borrower or Borrowers hereunder to the Borrower Representative on behalf of such Advance remain outstanding; andBorrower or Borrowers. Each Borrower agrees that each notice, 7.6.2 agree that election, representation and warranty, covenant, agreement and undertaking made on its behalf by the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances Borrower Representative shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated for all purposes to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted such Borrower and shall be binding upon and enforceable against such Borrower to the Custodian hereunder to same extent as if the same had been made directly by such Subcustodian or other personBorrower. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, The Agent shall be entitled to utilize rely upon, and shall be fully protected under this Agreement from any liability to any Person in relying upon, any such notice believed by the Agent to be genuine and to assume that each Person executing and delivering the same was duly authorized by any Borrower. Each advance to a Borrower shall, on the day of such advance, be deposited, in immediately available cash balance in funds, into the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to Borrower's Account, unless otherwise requested by the extent necessary to recover payment of all principal of, and interest on, such Advance Borrower Representative in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>writing.

Advances. IfSubject to the provisions of this Agreement, and provided that (a) neither on an Event of Default, nor on an event or condition which with the giving of notice or the passage of time, or both, as prescribed herein, would constitute on an Event of Default, has occurred and is continuing, and (b) Lender has not made demand for payment of the applicable Loan, Lender will make advances to Borrower from or out of the Committed Loan Amount relating to a particular Loan 13 for the construction of a House as construction progresses, in accordance with the Residential Draw Request indicating the stage of completion requested for disbursement. Notwithstanding any limitations or other provisions hereof to the contrary, with respect to the initial Residential Draw Request a specific Loan for the purchase of a Lot, Lender may fund the lesser of (i) one hundred fifteen percent (115%) of the appraised value of the Lot; or (ii) one hundred percent (100%) of the cost of the Lot plus all related costs to include but not be limited to, attorneys' fees, loan origination fees, appraisal fees, inspection fees, title insurance costs, and related fees. The total advances made under all Residential Draw Requests with respect to a specific Loan should not exceed the loan-to-value ratios set forth in Section 2.5 above. Prior to Lender making any advance on a Loan, Borrower shall submit to Lender a request in writing for each advance, along with a Borrower's Affidavit in the form attached hereto as Exhibit "F". After receipt of the request for an advance, along with Borrower's Affidavit, and following inspection of the Property, Lender will make advances as determined to be appropriate for the then current stage of completion. Lender may require evidence that no laborer's or materialmen's liens have been filed prior to advancing funds. Borrower further agrees that, upon receipt of any advance on a Loan hereinbefore mentioned, said funds shall be immediately disbursed to pay in full all contractors and/or materialmen and/or laborers (other than the Borrower) then or theretofore engaged in said construction, to the end that all funds disbursed hereunder shall be used to pay all charges incurred for material and/or labor used in said construction. Lender, at its option, but without obligation to do so, upon on an Event of Default or the occurrence of on an event which with the passage of time or giving of notice, or both, would constitute on an Event of Default, may apply amounts advanced to any Loan or any portion thereof relating to a House in payment of insurance premiums, taxes, assessments, liens or exceptions existing against the applicable House, interest accrued and payable upon the Loan and any charges or matters necessary to preserve or protect the Property or to cure any default by Borrower under this Agreement or any other of the Loan Documents. Advances for the payment of costs of labor, materials or services for the construction of Houses shall be made by Lender to Borrower or, upon on an Event of Default which has not been cured, directly to third parties at Lender's option, upon compliance by Borrower with this Agreement after actual commencement of construction hereunder, for any reason in work actually done during the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Lawpreceding period. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed made no more frequently than weekly for each Loan, with a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be maximum of five (5) advances for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>each Loan.

Advances. IfEach Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for any reason account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Advance or Advances. Each Lender acknowledges and agrees that its obligation to acquire participations in the conduct of its safekeeping duties Swingline Advances pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances this paragraph is absolute and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund unconditional and shall not be deemed affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Advances made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Advance acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Advance shall be a transaction undertaken made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Custodian for its own account and risk. If Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Advance after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such Advance amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted their payments pursuant to this paragraph and to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assigneeSwingline Lender, as their interests may appear. The purchase of participations in a Swingline Advance pursuant to this paragraph shall not relieve the case may be, shall be entitled to utilize the available cash balance Borrower of any default in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>thereof.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>38362-4 4/26/2017

Advances. If, Borrower agrees that any and all advances made hereunder shall be for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the FundBorrower's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall said advances are deposited to Borrower's account, and that persons other than the undersigned Borrower may have authority to draw against such account. Advances may be overdrawn either during, or made hereunder at the end of, any Business Day), Fund hereby does: 7.6.1 grant oral or written request of Russ Gentner or David L. Harxxx xxx xx (are) xxxxxx xxxxxxxzed to the Custodian a continuing security interest in certain Investments (as mutually agreed request advances until written notice of revocation of this authority is received by First Security from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable LawBorrower. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed made to Borrower or for the account of Borrower unless Borrower directs otherwise in writing. If Borrower fails to make any scheduled payment on this Note when due, or otherwise defaults in any other obligations imposed by this Note [deleted text], any document securing this Note, or any other document executed in connection with this Note, First Security, at its option, may declare immediately due and payable all amounts then outstanding on this Note. [deleted text] Borrower shall pay all costs and expenses incurred by First Security or by any other holder of this Note incurred in connection with any failure to pay or other default of Borrower, including[*] attorneys, fees, collection costs, costs incurred to protect any collateral, court costs and costs on appeal, including, without limitation, all such fees and[*] costs incurred before the commencement of a loan payable proceeding to collect this Note, during any such proceeding, during any bankruptcy or insolvency proceeding, and during any appeal. [*]Reasonable If First Security has not received the full amount of an payment by the end of fifteen (15) calendar days after the date due, including the balance due at maturity, Borrower will pay a late charge to First Security in the amount of five percent (5%) of the overdue payment of principal and interest or $1000.00, whichever is less. Borrower hereby agrees to pay the late charge promptly, but only once on demandeach late payment. In addition to any late charges that may be assessed as herein provided, bearing the outstanding balance of this Note after a default in payment of principal and/or interest or any part thereof, including but not limited to a default in making the final payment due at maturity, [deleted text] any document securing this Note, or any other document executed in connection with this Note, shall accrue interest from the date of the default at the rate customarily equal to four (4) percentage points per annum in excess of the interest rate charged by if this Note were not in default. If First Security shall waive in writing or permit a cure of such default, the Custodian on similar loans. Neither the Custodian nor any Subcustodian interest rate shall be obligated to advance monies revert to the Fundnon-default rate from and after such waiver or completion of such cure. This Note is secured by A Commercial Credit and Security Agreement of even date of such herewith, covering the property described or referenced therein. This Note is to be construed under the laws of the State of Utah. The makers, sureties, guarantors, and in the event endorsers of this Note jointly and severally waive presentment for payment, notice of protest, notice of protest, and notice of nonpayment of this Note, and consent that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian this Note or any other personpayment due under this Note may be extended or renewed without prior demand or notice, the Custodian may assign any rights granted and further consent to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose release of any agreed upon Investments to the extent necessary to recover payment of all principal ofcollateral or part thereof or any surety or guarantor, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian with or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>without substitution.

Advances. IfEach Bank will make its Pro Rata Share of each Committed Loan borrowing available to the Agent for the account of the subject Borrower at Agent's principal office in Dallas, Texas not later than 11:00 A.M. (Dallas, Texas time) on the Funding Date in Dollars and in funds immediately available to the Agent. Upon Agent's receipt of such funds and upon satisfaction of all other terms and conditions of this Agreement, such borrowing will be made available to the subject Borrower by the Agent by crediting the amount thereof to the account of such Borrower with Agent or as otherwise may be directed by such Borrower. Unless prior to 11:00 A.M. (Dallas, Texas time) on the Funding Date the Agent shall have received written notice from a Bank that such Bank will not make available to the Agent its Pro Rata Share of the requested borrowing, the Agent may assume that such Bank has made such funds available to the Agent, and the Agent, in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, fund that Bank's Pro Rata Share of the requested borrowing. If and to the extent such Bank shall not have made such funds available to the Agent by 11:00 A.M. (Dallas, Texas time) on the Funding Date, such Bank agrees to repay to the Agent on demand any amount so advanced by the Agent for such Bank's Pro Rata Share, together with interest thereon, for any reason in each day from the conduct of its safekeeping duties pursuant date such amount is made available by the Agent to Section 5 hereof or its administration the subject Borrower until the date such amount is repaid to the Agent by such Bank, at the Federal Funds Rate. If such Bank shall repay to the Agent the amount so advanced, the amount so repaid shall constitute such Bank's portion of the Fundrequested borrowing for purposes of this Agreement. If such Bank does not pay such amount forthwith upon Agent's assets pursuant to Section 6 hereofdemand therefor, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian Agent shall promptly notify the Fund of any subject Borrower, and such Advances Borrower shall immediately pay such amount to the Agent, together with interest thereon, for each day from and including the time at which date such Advances must be repaid. Such Advances shall be deemed a loan payable on demandamount is made available to such Borrower until and including the date such amount is repaid to the Agent, bearing interest at the rate customarily charged by of interest applicable at the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder time to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Committed Loan borrowing.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from From time to time) as security for such Advance, such security interest Borrower may request that Lender fund Advances of all or a portion of the amount of any Capital Call that WEO may issue to Borrower. Borrower shall be effective only as long as such deemed to have automatically requested an Advance remain outstanding; and, 7.6.2 agree that to fund the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund amount of any such Advances and the time at which Capital Call unless Borrower otherwise notifies Lender within five business days after such Capital Call. It shall be a condition precedent to Lender's obligation to fund such Advances must be repaidthat Borrower have made capital contributions totaling at least $10,780,000 to WEO. Such Advances shall be deemed a loan payable repaid on demandthe terms and conditions set forth herein. Provided that the amount of all requested Advances plus the outstanding principal amount of the Loan does not exceed the Maximum Loan Amount, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian Advances shall be obligated to advance monies funded to the Fund, and account of WEO specified in the event that such Advance occurs, any transaction giving rise writing by Borrower within three Business Days after either (i) Borrower's deemed request as provided above or (ii) if Borrower elects not to an Advance shall be for the account and risk of the Fund and shall not be deemed to have made an automatic request, receipt of Borrower's telephonic request therefor (provided written confirmation is received by Lender on the following Business Day) if such receipt is made by 1:00 p.m., Chicago time, on that Business Day, or on the following Business Day, if the request is made later, but, if reasonably possible, no later than the last date upon which a contribution to WEO is required by Borrower under any Capital Call. All requests for Advances (other than automatic deemed requests and those made telephonically) and confirmations thereof shall be given pursuant to the notice provisions of the Master Agreement; provided, however, that Borrower need only send notices to the EOP Additional Notice Person and Vice President - Development Investments of EOPOP or such substitute persons as Lender may designate from time to time. Borrower shall be deemed to have remade all of its representations and warranties herein at the time of any Advance. It shall be a transaction undertaken by the Custodian for its own account and risk. If condition precedent to Lender's obligation to make such Advance that all of such representations and warranties be true at the time of such Advance and that up to the time of such advance Borrower have complied with all of its covenants hereunder and that Borrower shall have been made by a Subcustodian or any other person, complied in all material respects with all of its covenants under the Custodian may assign any rights granted Master Agreement. Notwithstanding anything to the Custodian contrary herein, Lender shall have no obligation to fund any amounts hereunder following the occurrence of a Dissolution Event or if the Borrower is in the Winding Up Period or if Borrower is not required to make a capital contribution to WEO with respect to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>amounts.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. 17 <PAGE>> 7.7

Advances. IfAdvances under this Note may be requested either orally or in writing by borrower or by an authorized person. Lender may, but need not; require that all requests be confirmed in writing. All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lendxx'x xffice shown above. Borrxxxx xxxees to be liable for all sums either: (a) advanced in accordance with the instructions of an authorized person or (b) credited to any reason of Borrxxxx'x xccounts with Lendxx. Xhe unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lendxx'x xnternal records, including daily computer print-outs. PRIOR NOTE. THIS IS AN INCREASED RENEWAL OF THAT CERTAIN PROMISSORY NOTE NO. 11455 DATED JULY 11, 1996. GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive any applicable statute of limitations, presentment, demand for payment, protest and notice of dishonor. Upon any change in the conduct terms of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fundthis Note, and unless otherwise expressly stated in the event that such Advance occurswriting, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian no party who signs this Note, whether as maker, guarantor, accommodation maker or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may beendorser, shall be entitled released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan, or release any party or guarantor or collateral; or impair, fail to utilize the available cash balance realize upon or perfect Lendxx'x xecurity interest in the applicable Series Agency collateral; and take any other action deemed necessary by Lender without the consent of or Principal Account and notice to dispose anyone. All such parties also agree that Lendxx xxx modify this loan without the consent of any agreed upon Investments or notice to anyone other the extent necessary to recover payment of all principal ofparty with whom the modification is made. PRIOR TO SIGNING THIS NOTE, and interest onBORRXXXX XXXD AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, such Advance in fullINCLUDING THE VARIABLE INTEREST RAGE PROVISIONS. The Custodian may assign any rights it has hereunder to a Subcustodian or third partyBORRXXXX XXXEES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCCBORROWER: COHR, INC. AccordinglyBy: ------------------------------------------- AUTHORIZED OFFICER, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>TITLE

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant a) Subject to the Custodian a continuing security interest in certain Investments (as mutually agreed terms and conditions of this Agreement, from time to time during the Revolving Period but not more frequently than twice per week (unless all of the Lenders otherwise consent, each in its sole discretion), the Borrower may request an increase in the Class A Loan Principal hereunder from the Class A Lenders (each, a “Class A Advance”) and an increase in the Class B Loan Principal hereunder from the Class B Lenders (each, a “Class B Advance”), and upon receipt by the Lenders (with a copy to the Collateral Agent and each Agent) of a Borrowing Notice, each Committed Lender severally and not jointly, agrees to fund its applicable Lender Percentage of the related Advances; provided that any Bank Sponsored Lender may, at its option, fund all or any portion of its related Committed Lender’s Lender Percentage of the related Advance; provided, further, that (I) Class A Advances and Class B Advances shall be requested in amounts that shall maintain the Enhancement Ratio after giving effect to all Advances and payments of principal on the Facility Loans on the applicable Advance Date, (II) no Committed Class A Lender shall be required to fund any Class A Advance if, after giving effect thereto, (i) the Class A Loan Principal of such Class A Lender’s Class A Loan would exceed its Commitment, (ii) the Aggregate Class A Loan Principal would exceed the Class A Maximum Principal Amount or (iii) a Class A Borrowing Base Shortfall shall exist, and (III) no Class B Lender shall be required to fund any Class B Advance if, after giving effect thereto, (i) the Class B Loan Principal of such Class B Lender’s Class B Loan would exceed its Commitment, (ii) the Aggregate Class B Loan Principal would exceed the Class B Maximum Principal Amount or (iii) a Class B Borrowing Base Shortfall shall exist; provided, further, that if any Committed Lender (together with any related Bank Sponsored Lender) (i) fails to fund its applicable Lender Percentage of such Advance by 5:00 p.m. (New York time) as security for on the related Advance Date in accordance with this Agreement or (ii) becomes the subject of a Bail-in Action (any such AdvanceLender, such security interest to be effective only as long as such Advance remain outstanding; anda “Defaulting Lender”), 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian Borrower shall promptly notify each of the Fund other Lenders of the applicable Class of such failure to fund or such Bail-in Action, as applicable. Upon receipt of any notice of the failure by any Defaulting Lender to fund in accordance with this Agreement, each non-Defaulting Lender may, in its sole discretion, fund up to such Advances and Lender’s Lender Percentage (calculated without giving effect to any Defaulting Lender) of the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that Defaulting Lender(s) portion of such Advance occurs(or, any transaction giving rise if consented to an Advance shall be for the account and risk by each of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance non-defaulting Lenders of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest onClass, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 greater percentage of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Advance).

Advances. If, Any request for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall an Advance may be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed made from time to timetime in writing (in substantially the form attached hereto as Exhibit B) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest Lender in such Investments under Applicable Law. The Custodian shall promptly notify amounts as Borrower may choose; provided, however, (i) any requested Advance will not, when added to the Fund outstanding principal balance of any such Advances and all previous Advances, exceed the time at which such Advances must be repaid. Such Credit Limit; (ii) no Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and made in the event Xxxxx Xxxxx, Xxxxxxx Xxxxxxx, and Xxxx Xxxxxxx or any individuals in replacement of, or in addition to, Messrs. Xxxxx, Xxxxxxx and Xxxxxxx who are approved in writing by Lender (in Lender’s discretion without any obligation to provide an explanation for the exercise of that such Advance occurs, any transaction giving rise to an Advance discretion) are the only members of the board of directors of Borrower (a “Board Member Event”); (iii) no Advances shall be for made without the account and risk unanimous approval of the Fund members of the Board of Directors of the Borrower; (iv) no Advances shall be made in the event of the discovery of a material liability not disclosed in the Company’s From 10Q or 10K filings with the Securities and Exchange Commission; and (v) no Advances shall not be deemed made without the prior written consent of Lender (which Lender may deny in its sole discretion without any obligation to provide an explanation for its exercise of its discretion) if Borrower or any of its officers, directors, employees, shareholders or affiliates become a party to a legal cause of action (whether it be local, state, federal, administrative or otherwise) related to the Borrower and/or its affiliates. Borrower shall notify the Lender of the cause of action within three (3) business days of its knowledge of the cause of action, such notice to include reasonably sufficient detail to explain the cause of action (a “Cause of Action”). Requests for Advances may be made orally or in writing by such officer of Borrower authorized by it to request such Advances. Until such time as Lender may be notified otherwise, Borrower hereby authorizes its president to request Advances. Lender may refuse to make any requested Advance if an event of default has occurred and is continuing hereunder either at the time the request is given or the date the Advance is to be a transaction undertaken made, or if an event has occurred or condition exists which, with the giving of notice or passing of time or both, would constitute an event of default hereunder as of such dates. The funds from the Advances will be used by the Custodian Borrower for its own account acquisitions and risk. If such Advance shall have been made by a Subcustodian or any other person, operating expenses in connection with the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 operations of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Borrower.

Advances. IfIf Mortgagor should fail to perform, for in whole or in part, any reason one or more of the covenants contained in the conduct Loan Documents, Mortgagee may do, but is not obligated to do, any and all things required of Mortgagor under any such covenants. If any such breach of covenant or any Event of Default can be cured by the payment of money, Mortgagee may, but is not obligated to, advance such sums of money as Mortgagee, in its safekeeping duties pursuant sole discretion, shall determine to Section 5 hereof be necessary to cure such breach of covenant or its administration Event of the Fund's assets pursuant to Section 6 hereofDefault, including, but not limited to, the Custodian payment of any tax, lien, assessment or charge asserted against the Property, the payment of any Subcustodian advances monies insurance premiums required hereby, and the payment of any amounts deemed necessary by Mortgagee to facilitate settlement keep the Property in good order and repair or otherwise to prevent waste. Mortgagee shall have sole discretion as to the necessity for benefit of the Fund (whether or not making any Principal or Agency Account such payments and shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant without obligation to inquire as to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advancevalidity of any tax, such security interest to be effective only as long as such Advance remain outstanding; andassessment, 7.6.2 agree that lien or charge asserted against the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable LawProperty. The Custodian shall promptly notify the Fund making of any such Advances and the time at which advance will not operate as a waiver of any right to accelerate debt maturity. The amount of any such Advances must be repaid. Such Advances advance shall be deemed a loan payable on demandadded to the indebtedness secured by this Mortgage, bearing with interest thereon at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and of interest provided in the event that such Advance occursNote from the date of advance until repaid. Should Mortgagor fail, any transaction giving rise neglect or refuse to an Advance shall be reimburse Mortgagee for the account and risk amount of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance advance with interest accrued thereon within fifteen (I 5) days of receipt of written demand from Mortgagee, Mortgagee shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted option to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance accelerate maturity and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover demand immediate payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a indebtedness secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>by this Mortgage.

Advances. IfBorrower shall provide the Administrative Agent with at least one (1) Business Day’s prior notice in a form set forth as Exhibit II hereto of each Advance, for any reason in provided such notice is received by the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of Administrative Agent no later than 12:00 noon (New York City time) on such Business Day (each, a “Borrowing Notice”). Any Borrowing Notice received by the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund Administrative Agent after 12:00 noon (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, New York City time) on any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian Day shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken received by the Custodian for its own account and riskAdministrative Agent on the next succeeding Business Day. If such Advance shall have been made by a Subcustodian or any other personUpon receipt, the Custodian may assign any rights granted Administrative Agent shall promptly provide each such Borrowing Notice to the Custodian hereunder other Co-Agents hereunder. Each Borrowing Notice shall be subject to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereonSection 6.2 hereof and, the Custodian or its assignee, except as the case may beset forth below, shall be entitled to utilize irrevocable and shall specify the available cash balance requested increase in Aggregate Principal (which shall not be less than $1,000,000 per Non-Conduit Lender or Group or a larger integral multiple of $100,000 per Non-Conduit Lender or Group) and the Borrowing Date (which, in the applicable Series Agency or Principal Account and to dispose case of any agreed Advance after the initial Advance hereunder, shall only be on a Settlement Date). If a Conduit declines to make its Group’s Percentage of a proposed Advance, the Borrower may cancel the applicable Borrowing Notice. On the date of each Advance, upon Investments satisfaction of the applicable conditions precedent set forth in Article VI, the applicable Conduit (or the applicable Conduit’s Liquidity Banks) and each Non-Conduit Lender, as applicable, shall make the proceeds of its Loan comprising such Non-Conduit Lender’s Percentage or Group’s Percentage of such requested Advance available to the extent necessary Administrative Agent Account in immediately available funds on the proposed Borrowing Date. In accordance with Section 1.6(b), the Administrative Agent shall deposit to recover payment the Facility Account, in immediately available funds, on such Borrowing Date, an amount equal to (i) in the case of all principal of, and interest ona Conduit, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 Conduit’s Group’s Percentage of the UCC. Accordinglyprincipal amount of the requested Advance (or if such Conduit declines to make its Group’s Percentage of the requested Advance, for each Liquidity Bank in such Group, each Liquidity Bank’s Pro Rata Share of such Group’s Percentage of the Custodian shall have principal amount of the rights and benefits requested Advance) or (ii) in the case of a secured creditor that is a Securities Intermediary under Non-Conduit Lender, such Articles 8 and 9. <PAGE>Non-Conduit Lender’s Percentage of the principal amount of the requested Advance.

Advances. IfLender agrees that it will, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant subject to the Custodian a continuing security interest in certain Investments (as mutually agreed terms and provisions of this Agreement, make Advances to Borrower and its Subsidiaries from time to time) as security for time during the term commencing on the date hereof to and including the Business Day immediately preceding the Termination Date in an aggregate principal amount not exceeding the sum of $50,000,000.00, provided, that the aggregate indebtedness due and owing pursuant to all of the Advances and all of the Notes evidencing such Advances shall not, at any time during the term of this Agreement, exceed the sum of $50,000,000.00. Borrower and its Subsidiaries may, subject to the limitations set forth above, borrow, repay and reborrow under this Facility. Each Advance made by the Lender to Borrower or a Subsidiary shall be further evidenced by a Note executed by Borrower or the respective Subsidiary contemporaneously with each Advance, such security payable to the order of the Lender, in the principal amount of the Advance it evidences. Each Note shall be dated as of the date of the Advance it evidences. Records maintained by Lender shall be conclusive evidence, absent manifest error, of the amount of the Advances made by Lender to Borrower and each Subsidiary, and the interest and principal payments thereon. Any failure to so record, or any error in recordation, shall not, however, limit or otherwise affect the obligation of Borrower or the respective Subsidiary under the Loan Documents to pay any amount owing pursuant to the respective Obligation. All payments of principal, interest, and other amounts required to be effective only paid by Borrower or a Subsidiary pursuant to this Facility shall be paid to Lender at its principal office in Omaha, Nebraska in funds which are or will be available for immediate use by Lender by 12:00 Noon, Omaha, Nebraska time on the date on which the same are due, without setoff, deduction, or counterclaim. If any payment required to be paid pursuant to this Facility shall be due on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall be included in the computation of interest and fees, as long as such Advance remain outstanding; andapplicable. Payments made after 12:00 Noon, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the Omaha, Nebraska time at which such Advances must be repaid. Such Advances shall be deemed a loan payable made on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>next Business Day.

Advances. IfIf the Mortgagors fail to pay, subject to any right hereunder to contest, any claim, lien, or encumbrance (other than Permitted Encumbrances), or, prior to delinquency, any tax or assessment, or, when due, any insurance premium, or to keep the Mortgaged Property in repair, or shall commit or permit waste, or if there shall be commenced any action or proceeding affecting the Mortgaged Property or the title thereto, or the interest of the Mortgagee therein, including, but not limited to, eminent domain and bankruptcy or reorganization proceedings, then the Mortgagee, at its option, may pay said claim, lien, encumbrance, tax assessment or premium, with right of subrogation thereunder, may make such repairs and take such steps as it deems advisable to prevent or cure such waste, and may appear in any such action or proceeding and retain counsel therein, and take such action therein as the Mortgagee deems advisable, and for any reason of said purposes the Mortgagee may advance such sums of money, including all costs, reasonable attorneys' fees and other items of expense as it deems necessary. The Mortgagors shall pay to the Mortgagee all sums of money so advanced by the Mortgagee together with interest on each such advance at two percent (2%) in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration excess of the Fund's assets pursuant Prime Rate, and the repayment of such advances shall be secured hereby. In making any payment or securing any performance relating to Section 6 hereofany obligation of the Mortgagors under the Mortgage, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringMortgagee, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as so long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest it acts in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may begood faith, shall be entitled to utilize the available cash balance in sole judge of the applicable Series Agency or Principal Account legality, validity and to dispose amount of any agreed upon Investments to the extent lien or encumbrance and of all other matters necessary to recover payment be determined in satisfaction thereof. No such action of all principal of, and interest on, such Advance in fullthe Mortgagee shall ever be considered as a waiver of any right accruing to it hereunder. The Custodian Mortgagee shall not ever be held accountable for any delay in making any such payment, which delay may assign result in any rights it has hereunder to a Subcustodian additional interest, costs, charges or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>expenses.

Advances. IfUnless the Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Commitment Percentage of such borrowing available to the Agent, the Agent may assume that such Lender is making such amount available to the Agent, and the Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Agent by such Lender within the time period specified therefor hereunder, such Lender shall pay to the Agent, on demand, such amount with interest thereon at a rate equal to the Federal Funds Rate for the period until such Lender makes such amount immediately available to the Agent. A certificate of the Agent submitted to any reason Lender with respect to any amounts owing under this subsection shall be conclusive in the conduct absence of manifest error. If such Lender's Commitment Percentage of such borrowing is not made available to the Agent by such Lender within two business Days of the date of the related borrowing, (i) the Agent shall notify the Borrower of the failure of such Lender to make such amount available to the Agent and the Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Prime Rate Loans hereunder, on demand, from the Borrower and (ii) then the Borrower may, without waiving any rights it may have against such Lender, (x) request the Lender serving as Agent to increase its safekeeping duties Commitment Percentage and make such borrowing available, which request such Lender may in its sole discretion approve or deny, and (y) if the Lender serving as Agent shall deny a request submitted to it pursuant to the foregoing clause (x), borrow a like amount on an unsecured basis from any commercial bank for a period ending on the date upon which such Lender does in fact make such borrowing available; provided, however, that at the time any such replacement borrowing is made and at all times while such amount is outstanding the Borrower would be permitted to borrow such amount pursuant to Section 5 hereof or its administration 2.1 of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>this Credit Agreement.

Advances. IfIf the Mortgagor fails to pay, subject to any right hereunder to contest, any claim, lien, or encumbrance (other than Permitted Encumbrances), or, prior to delinquency, any tax or assessment, or, when due, any insurance premium, or to keep the Mortgaged Property in repair, or shall commit or permit waste, or if there shall be commenced any action or proceeding affecting the Mortgagee Property or the title thereto, or the interest of the Trustee therein, including, but not limited to, eminent domain and bankruptcy or reorganization proceedings, then the Trustee, at its option, may pay said claim, lien, encumbrance, tax, assessment or premium, with right of subrogation thereunder, may make such repairs and take such steps as it deems advisable to prevent or cure such waste, and may appear in any such action or proceeding and retain counsel therein, and take such action therein as the Trustee deems advisable, and for any reason of said purposes the Trustee may advance such sums of money, including all costs, reasonable attorneys' fees and other items of expense as it deems necessary. The Mortgagor shall pay to the Trustee all sums of money so advanced by the Trustee together with interest on each such advance at two percent (2%) in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration excess of the Fund's assets pursuant Prime Rate, and the repayment of such advances shall be secured hereby. In making any payment or securing any performance relating to Section 6 hereofany obligation of the Mortgagor under this Mortgage, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringTrustee, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as so long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest it acts in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may begood faith, shall be entitled to utilize the available cash balance in sole judge of the applicable Series Agency or Principal Account legality, validity and to dispose amount of any agreed upon Investments to the extent lien or encumbrance and of all other matters necessary to recover payment be determined in satisfaction thereof. No such action of all principal of, and interest on, such Advance in fullthe Trustee shall ever be considered as a waiver of any right accruing to it hereunder. The Custodian Trustee shall not ever be held accountable for any delay in making any such payment, which delay may assign result in any rights it has hereunder to a Subcustodian additional interest, costs, charges or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>expenses.

Advances. IfOn the terms and conditions hereinafter set forth, for the Borrower may at its option, by delivery of a Notice of Borrowing to the Administrative Agent and each Lender Agent, from time to time on any reason in Business Day from the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration Closing Date until the end of the Fund's assets pursuant Revolving Period, request that the Lenders make Advances to Section 6 hereofit in an amount which after giving effect to such Advances, would not cause the aggregate Advances Outstanding to exceed the Maximum Availability on such date; provided that no more than two Advances may be made in any one calendar week and no more than seven Advances may be made in any one Month, and provided, further that during any CQT Non-Qualification Period and with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio (whether by sale or contribution), such Advance results in Collateral Quality Improvement, and provided, further that the Borrower shall not deliver a Notice of Borrowing and the Lenders shall have no obligation to fund Advances during any Suspension Period. Such Advances shall be used for the purpose of purchasing Eligible Loan Assets. Upon receipt of such Notice of Borrowing, the Custodian Lender Agent for each Lender Group containing one or more Conduit Lenders shall notify the Conduit Lenders in its Lender Group of the requested Advance, and such Conduit Lenders may, in their sole discretion, agree or decline to make the Advance. If any Conduit Lender declines to make all or any Subcustodian advances monies to facilitate settlement or otherwise part of a proposed Advance, the Lender Agent for benefit such Conduit Lender shall so notify the Liquidity Banks in its Lender Group and the applicable portion of the Fund Advance shall be made by such Liquidity Banks in accordance with their ratable shares of the Group Advance Limit for their Lender Group. Under no circumstances shall any Conduit Lender make any Advance or shall any Liquidity Bank or any Institutional Lender be required to make any Advance if after giving effect to such Advance and the addition to the Collateral Portfolio of the Eligible Loan Assets being acquired by the Borrower using the proceeds of such Advance, (i) an Event of Default has occurred and is continuing or would result therefrom or an Unmatured Event of Default exists or would result therefrom or (ii) the aggregate Advances Outstanding would exceed the Maximum Draw Amount. Notwithstanding anything contained in this Section 2.01 or elsewhere in this Agreement to the contrary, (A) no Liquidity Bank shall be obligated to make any Advance in an amount that would, after giving effect to such Advance, exceed such Liquidity Bank’s Commitment less the sum of (x) the aggregate outstanding amount of any Advances funded by such Liquidity Bank under such Liquidity Bank’s Liquidity Agreement plus (y) such Liquidity Bank’s ratable share of the aggregate outstanding Advances made by the Conduit Lenders in such Liquidity Bank’s Lender Group (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Dayportion thereof has been assigned under a Liquidity Agreement), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to timeB) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian no Institutional Lender shall be obligated to advance monies make any Advance in an amount that would, after giving effect to such Advance, exceed such Institutional Lender’s Commitment less the Fundaggregate outstanding amount of any Advances funded by such Institutional Lender, and (C) no Conduit Lender shall make any Advance in an amount that would, after giving effect to such Advance, result in the event that aggregate Advances then funded by all of the Conduit Lenders in a Lender Group exceeding the Group Advance Limit for such Lender Group then in effect and (D) no Conduit Lender shall make any Advance occurs, any transaction giving rise to an Advance and no Liquidity Bank or Institutional Lender shall be for required to make any Advance if after giving effect to such Advance, the account and risk aggregate amount of Advances Outstanding would exceed the Fund and shall not be deemed Maximum Availability. Each Advance to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of made ratably among the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Lender Groups in accordance with their Group Advance Limits.

Advances. IfUpon the Mortgagor’s failure to comply with the preceding covenants and agreements, the payment of prior liens, liens on a parity with this Mortgage, taxes, assessments and charges, and maintenance of insurance and repairs as required by the Agreement and this Mortgage, the Mortgagee without prejudice to any rights given herein may upon notice to the Mortgagor make advances to perform the same in behalf of the Mortgagor and, in furtherance thereof, the Mortgagee may: place or cause the Mortgaged Property to be placed in good condition, repair and working order; pay, settle or contest any such taxes, liabilities, charges and assessments; redeem the Mortgaged Property from any sale or forfeiture for any reason tax or assessment; purchase any tax title obtained or that shall be obtained thereon; pay any judgments based on such tax or assessment; pay, settle or contest any unpermitted lien on the Mortgaged Property and procure such insurance as may be necessary to comply with the provisions of this Mortgage and the Agreement. The Mortgagor hereby agrees to repay all sums so advanced, on demand, with interest thereon, to the extent permitted by law, from the date advanced until paid at the Repayment Rate, and all sums so advanced with interest as aforesaid until paid by the Mortgagor shall be immediately due and payable and be added to and become a part of any indebtedness or obligation secured hereby in such manner or order as the conduct of its safekeeping duties pursuant to Section 5 hereof Mortgagee may desire or its administration of determine, having the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringlien hereby created as a part thereof, or at the end ofand of its priority, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for but no such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances advances shall be deemed a loan payable on demandto relieve the Mortgagor from any default hereunder or impair any right or remedy consequent thereon, bearing interest at and the rate customarily charged by exercise of the Custodian on similar loans. Neither the Custodian nor any Subcustodian rights to make advances granted in this Section shall be obligated to advance monies optional with the Mortgagee and not obligatory, and the Mortgagee shall not in any case be liable to the Fund, and in the event that Mortgagor for failure to exercise any such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>right.

Advances. If, for any reason in Upon the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant terms and subject to the Custodian a continuing security interest in certain Investments (as mutually agreed conditions of this Agreement, from time to time) as security time prior to the Facility Termination Date, Issuer may request to the Administrative Agent and each Funding Agent that each Conduit Lender make loans to Issuer secured by the Collateral (each, an “Advance”). Each requested Advance shall be allocated among the Lender Groups based upon each Lender Group’s Pro Rata Share. Each Funding Agent shall allocate, in its sole discretion, each request for an Advance among the Conduit Lenders in the Lender Group to which such Funding Agent is party. Each Conduit Lender may, in its sole discretion, make such Advances in an amount up to the amount specified by the Funding Agent in its Lender Group, and if a Conduit Lender elects not to make any amount of such Advance, the Committed Lenders in such security interest to be effective only as long as Conduit Lender’s Lender Group shall fund the amount of such Advance remain outstandingthat is not made by such Conduit Lender, each in an amount equal to its respective Lender Group Pro Rata Share of such Advance; andprovided that no Advance shall be made by a Lender if, 7.6.2 agree that after giving effect thereto, (i) the Custodian may secure then Total Outstanding Advances would exceed the resulting Advance Program Limit at such time and (ii) in respect of any Lender Group, the then Total Outstanding Advances held by perfecting a security interest all Lenders in such Investments under Applicable LawLender Group would exceed such Lender Group’s Group Limit at such time. The Custodian shall promptly notify Notwithstanding anything contained in this Agreement to the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demandcontrary, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian no Committed Lender shall be obligated to advance monies to provide the Fund, and in the event that such Advance occursAdministrative Agent, any transaction giving rise to Funding Agent or Issuer with aggregate funds in connection with a Borrowing in an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken amount that would exceed such Committed Lender’s unused Commitment then in effect less any amounts advanced by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder Committed Lender pursuant to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Program Support Agreement.

Advances. If, for The related Servicer shall remit any reason in the conduct of its safekeeping duties such Advance required pursuant to Section 5 hereof or its administration the terms of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Lawrelated Servicing Agreement. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian related Servicer shall be obligated to advance monies make any such Advance only to the Fundextent that such advance would not be a Nonrecoverable Advance. If the related Servicer shall have determined that it has made a Nonrecoverable Advance or that a proposed Advance or a lesser portion of such Advance would constitute a Nonrecoverable Advance, the related Servicer shall deliver (i) to the Securities Administrator for the benefit of the Certificateholders constituting the remaining portion of such Advance, if applicable, and (ii) to the Depositor, the Master Servicer, each Rating Agency and the Trustee an Officer’s Certificate setting forth the basis for such determination. Subject to the Master Servicer’s recoverability determination, in the event that a Servicer (other than Xxxxx Fargo) fails to make a required Advance, the Master Servicer, as successor servicer, shall be required to remit the amount of such Advance occursto the Distribution Account. Subject to the Securities Administrator’s recoverability determination, any transaction giving rise in the event that the Master Servicer fails to make a required Advance, the Securities Administrator shall be required to remit the amount of such Advance to the Distribution Account. If Xxxxx Fargo, as a Servicer, the Master Servicer or the Securities Administrator was required to make an Advance but failed to do so, the Trustee upon receiving notice or becoming aware of such failure, and pursuant to the applicable terms of this Agreement, shall appoint a successor servicer who will make such Advance, or the Trustee as successor master servicer shall be for required to remit the account and risk amount of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance to the Distribution Account, unless the Trustee shall have been made by determined that such Advance is a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other personNonrecoverable Advance. If the Fund Trustee cannot find a successor servicer to replace Xxxxx Fargo as Servicer the Trustee shall fail to repay when due become the principal balance of an Advance successor servicer and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled required to utilize remit the available cash balance in the applicable Series Agency or Principal Account and to dispose amount of any agreed upon Investments such Advance to the extent necessary to recover payment of all principal ofDistribution Account, and interest on, unless the Trustee shall have determined that such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Nonrecoverable Advance.

Advances. IfIf the Mortgagor fails to pay, subject to any right hereunder to contest, any claim, lien or encumbrance (other than Permitted Encumbrances), or, prior to delinquency, any tax or assessment, or, when due, any insurance premium, or to keep the Mortgaged Property in repair, or shall commit or permit waste, or if there shall be commenced any action or proceeding affecting the Mortgagee Property or the title thereto, or the interest of the Trustee therein, including, but not limited to, eminent domain and bankruptcy or reorganization proceedings, then the Trustee, at its option, may pay said claim, lien, encumbrance, tax, assessment or premium, with right of subrogation thereunder, may make repairs and take such steps as it deems advisable to prevent or cure such waste, and may appear in any such action or proceeding and retain counsel therein, and take such action therein as the Trustee deems advisable, and for any reason of said purposes the Trustee may advance such sums of money, including all costs, reasonable attorneys' fees and other items of expense as it deems necessary. The Mortgagor shall pay to the Trustee all sums of money so advanced by the Trustee together with interest on each such advance at two percent (2%) in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration excess of the Fund's assets pursuant Prime Rate, and the repayment of such advances shall be secured hereby. In making any payment or securing any performance relating to Section 6 hereofany obligation of the Mortgagor under this Mortgage, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringTrustee, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as so long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest it acts in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may begood faith, shall be entitled to utilize the available cash balance in sole judge of the applicable Series Agency or Principal Account legality, validity and to dispose amount of any agreed upon Investments to the extent lien or encumbrance and of all other matters necessary to recover payment be determined in satisfaction thereof. No such action of all principal of, and interest on, such Advance in fullthe Trustee shall ever be considered as a waiver of any right accruing to it hereunder. The Custodian Trustee shall not ever be held accountable for any delay in making any such payment, which delay may assign result in any rights it has hereunder to a Subcustodian additional interest, costs, charges or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>expenses.

Advances. IfThis Mortgage shall secure any and all present or future advances and readvances under the Reimbursement Agreement and the other Loan Documents made by Mortgagee to or for the benefit of Mortgagor or the Mortgaged Premises, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration including, without limitation: (i) principal, interest, late charges, fees and other amounts due under each of the Fund's assets pursuant other Loan Documents or this Mortgage; (ii) all advances by Mortgagee to Section 6 Mortgagor or any other person to pay costs of erection, construction, alteration, repair, restoration, maintenance and completion of any improvements on the Mortgaged Premises; (iii) all advances made or costs incurred by Mortgagee for the payment of real estate taxes, assessments or other governmental charges, maintenance charges, insurance premiums, appraisal charges, environmental inspection, audit, testing or compliance costs, and costs incurred by Mortgagee for the enforcement and protection of the Mortgaged Premises or the lien of this Mortgage; and (iv) all legal fees, costs and other expenses incurred by Mortgagee by reason of any default or otherwise in connection with the Liabilities. Mortgagor agrees that if, at any time during the term of this Mortgage or following a foreclosure hereof, the Custodian Mortgagor fails to perform or observe any Subcustodian advances monies to facilitate settlement covenant or otherwise for benefit obligation under this Mortgage including, without limitation, payment of any of the Fund foregoing, Mortgagee may (whether but shall not be obligated to) take such steps as are reasonably necessary to remedy any such nonperformance or not any Principal or Agency Account nonobservance and provide payment thereof. All amounts advanced by Mortgagee shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant added to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance amount secured by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances this Mortgage and the time at which such Advances must be repaid. Such Advances other Loan Documents evidencing collateral security, and shall be deemed a loan due and payable on demand, bearing together with interest at three percent (3%) per annum above the rate customarily charged by of interest then in effect under the Custodian on similar loans. Neither Reimbursement Agreement, such interest to be calculated from the Custodian nor any Subcustodian shall be obligated to date of such advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk date of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and riskrepayment thereof. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken Mortgagor's obligations hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 continuing and 9 shall survive notwithstanding a foreclosure of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>this Mortgage.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances To advance such monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant and take such other action as is authorized by Paragraphs 13 and 20 herein. Notwithstanding anything to the Custodian contrary contained in this Mortgage or the Security Documents, including without limitation the Note referred to therein, Mortgagee agrees that it shall not exercise any right or remedy provided for therein because of a continuing security interest in certain Investments (as mutually agreed from time Default by Mortgagor unless Mortgagee shall first have given written notice thereof to time) as security for such AdvanceMortgagor and Mortgagor shall have failed, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event of a monetary Default as described in Paragraph 16(a) and (b), to pay the outstanding sums within a period of ten (10) calendar days after the giving of such notice of Default, or in the event of a non-monetary Default as described in Paragraph 16(c), Mortgagor shall have failed within a period of thirty (30) days after the giving of such notice of Default to cure the non-monetary default; provided that if the non-monetary Default cannot be cured within thirty (30) days and Mortgagor proceeds diligently with efforts to cure such Advance occurs, any transaction giving rise to an Advance default until it shall be for fully cured within no more than sixty (60) days after the account and risk giving of the Fund and such notice or such longer period as Mortgagee may specify, Mortgagee shall not exercise any right or remedy provided herein until such cure period shall expire; provided, further, that Mortgagee shall not be deemed required to be a transaction undertaken by give any such notice or to allow any part of the Custodian for its own account and risk. If such Advance cure period if (i) Mortgagor or any Guarantor shall have been made filed a petition in bankruptcy or for re-organization or a bxxx in equity or otherwise initiated proceedings for the appointment of a receiver of its or their assets and such appointment or such receivership is not terminated within thirty (30) days; or (ii) Mortgagee determines that its security may be imminently and materially threatened or impaired by a Subcustodian or reason of such Default. Furthermore, any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance notice and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance grace period requirements contained elsewhere in the applicable Series Agency or Principal Account Mortgage and to dispose of any agreed upon Investments to Security Documents including the extent necessary to recover payment of all principal of, Note secured thereby shall run concurrently with the requirements contained in this Paragraph and interest on, such Advance not in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>addition thereto.

Advances. IfIf the Mortgagor fails to pay, subject to any right hereunder to contest, any claim, lien, or encumbrance (other than Permitted Encumbrances), or, prior to delinquency, any tax or assessment, or, when due, any insurance premium, or to keep the Mortgaged Property in repair, or shall commit or permit waste, or if there shall be commenced any action or proceeding affecting the Mortgaged Property or the title thereto, or the interest of the Trustee therein, including, but not limited to, eminent domain and bankruptcy or reorganization proceedings, then the Trustee, at its option, may pay said claim, lien, encumbrance, tax, assessment or premium, with right of subrogation thereunder, may make such repairs and take such steps as it deems advisable to prevent or cure such waste, and may appear in any such action or proceeding and retain counsel therein, and take such action therein as the Trustee deems advisable, and for any reason of said purposes the Trustee may advance such sums of money, including all costs, reasonable attorneys' fees and other items of expense as it deems necessary. The Mortgagor shall pay to the Trustee all sums of money so advanced by the Trustee together with interest on each such advance at two percent (2%) in excess of (a) the conduct Prime Rate, or (b) the highest rate then in effect on the Bonds, and the repayment of its safekeeping duties pursuant such advances shall be secured hereby. In making any payment or securing any performance relating to Section 5 hereof or its administration any obligation of the Fund's assets pursuant to Section 6 hereofMortgagor under this Mortgage, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringTrustee, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as so long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest it acts in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may begood faith, shall be entitled to utilize the available cash balance in sole judge of the applicable Series Agency or Principal Account legality, validity and to dispose amount of any agreed upon Investments to the extent lien or encumbrance and of all other matters necessary to recover payment be determined in satisfaction thereof. No such action of all principal of, and interest on, such Advance in fullthe Trustee shall ever be considered as a waiver of any right accruing to it hereunder. The Custodian Trustee shall not ever be held accountable for any delay in making any such payment, which delay may assign result in any rights it has hereunder to a Subcustodian additional interest, costs, charges or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>expenses.

Advances. IfIf the Mortgagor fails to pay, or cause to be paid, subject to any right hereunder to contest, any claim, lien, or encumbrance (other than Permitted Encumbrances), or, prior to delinquency, any tax or assessment, or, when due, any insurance premium, or to keep the Mortgaged Property in repair, or shall commit or permit waste, or if there shall be commenced any action or proceeding affecting the Mortgaged Property or the title thereto, or the interest of the Trustee therein, including, but not limited to, eminent domain and bankruptcy or reorganization proceedings, then the Trustee, at its option, may pay said claim, lien, encumbrance, tax, assessment or premium, with right of subrogation thereunder, may make such repairs and take such steps as it deems advisable to prevent or cure such waste, and may appear in any such action or proceeding and retain counsel therein, and take such action therein as the Trustee deems advisable, and for any reason of said purposes the Trustee may advance such sums of money, including all costs, reasonable attorneys, fees and other items of expense as it deems necessary. The Mortgagor shall pay to the Trustee all sums of money so advanced by the Trustee together with interest on each such advance at the highest rate of interest then in effect on the conduct Bonds, and the repayment of its safekeeping duties pursuant such advances shall be secured hereby. In making any payment or securing any performance relating to Section 5 hereof or its administration any obligation of the Fund's assets pursuant to Section 6 hereofMortgagor under this Mortgage, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringTrustee, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as so long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest it acts in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may begood faith, shall be entitled to utilize the available cash balance in sole judge of the applicable Series Agency or Principal Account legality, validity and to dispose amount of any agreed upon Investments to the extent lien or encumbrance and of all other matters necessary to recover payment be determined in satisfaction thereof. No such action of all principal of, and interest on, such Advance in fullthe Trustee shall ever be considered as a waiver of any right accruing to it hereunder. The Custodian Trustee shall not ever be held accountable for any delay in making any such payment, which delay may assign any rights it has hereunder to a Subcustodian result in additional interest, costs, charges or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>expenses.

Advances. IfUpon the occurrence of an Event of Default by the Mortgagor under this Mortgage, for the Loan Agreement and/or the Notes, the Mortgagee may at its option remedy such Event of Default, and all payments made by the Mortgagee to remedy an Event of Default by the Mortgagor (including reasonable attorney's fees) and the total of any reason payment or payments due from the Mortgagor to the Mortgagee which are in default, together with interest thereon at the Default Rate set forth in the conduct Notes and the Loan Agreement (such interest to be calculated from the date of its safekeeping duties pursuant such advance to Section 5 hereof or its administration the date of payment thereof by the Mortgagor), shall be added to the debt secured by this Mortgage until paid, and the Mortgagor covenants to repay the same to the Mortgagee on the next interest payment date of the Fund's assets pursuant Notes. Any such sums and the interest thereon shall be a lien on the Mortgaged Premises prior to Section 6 hereofany other lien attaching to or accruing subsequent to the lien of this Mortgage. All monies paid, and all expenses paid or incurred, including attorneys' fees and disbursements and other monies advanced by Mortgagee to protect the Custodian Mortgaged Premises and the lien of this Mortgage, or to complete construction, furnishing and equipping or to rent, operate and manage the Mortgaged Premises or to pay any Subcustodian advances monies such operating costs and expenses thereof or to facilitate settlement or otherwise keep the Mortgaged Premises operational and useable for benefit of their intended purpose shall be so much additional debt secured by the Fund (Mortgage, whether or not the indebtedness, as a result thereof, shall exceed the original principal balance set forth herein, and shall become immediately due and payable on the next interest payment date of the Notes, and with interest thereon at the Default Rate set forth in the Notes and the Loan Agreement. Inaction of Mortgagee shall never be considered as a waiver of any Principal right accruing to it on account of any Event of Default nor shall the provisions of this Section 18 or Agency Account any exercise by Mortgagee of its rights hereunder prevent any default from constituting an Event of Default. Nothing contained herein shall be overdrawn either duringconstrued to require Mortgagee to advance or expend monies for any purpose mentioned herein, or at the end of, for any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fundother purpose, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk expenditure of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian monies or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments action taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 at the sole option and 9 discretion of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Mortgagee.

Advances. IfEach Intermediate Term Credit Loan made by a Bank on a Borrowing Date shall be in an amount equal to such Bank's Intermediate Term Credit Applicable Percentage of each Intermediate Term Credit Advance to be made to the Borrower on such Borrowing Date. No Bank shall have any obligation to make any Intermediate Term Credit Loan after the Intermediate Term Credit Maturity Date or after such obligation is sooner terminated or cancelled by the Banks pursuant to the rights afforded them herein. Within such limits, for any reason in the conduct Borrower may, within the limits of its safekeeping duties this Section 2A.01, and subject to Article VI hereof, borrow, repay pursuant to Section 5 2A.03(b) hereof and reborrow funds under this Section 2A.01. Notwithstanding any other provision of this Agreement, in no event shall any Bank be obligated to make an Intermediate Term Credit Loan if immediately thereafter the aggregate outstanding principal amount of all of such Bank's Intermediate Term Credit Loans would exceed the lesser of such Bank's then applicable Intermediate Term Credit Commitment or its administration such Bank's Intermediate Term Credit Applicable Percentage of the Fund's assets Intermediate Term Credit Borrowing Base. Each such Intermediate Term Credit Advance shall be comprised of Variable Rate Loans or Fixed Rate Loans as specified by the Borrower in the notice of advance request given pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law2A.05. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Each Intermediate Term Credit Advance shall be in an aggregate principal amount that is an integral multiple of $50,000 and not less than $1,000,000.00 in the case of an Intermediate Term Credit Advance comprised of Fixed Rate Loans or $250,000.00 in the case of an Intermediate Term Credit Advance comprised of Variable Rate Loans, or, an aggregate principal amount equal to an amount which will utilize in full the remaining amount then available to be borrowed under the Intermediate Term Credit. The failure by any Bank to make any Intermediate Term Credit Loan on the specified Borrowing Date shall not relieve any other Bank of its obligation (if any) to make its own Intermediate Term Credit Loan on such Borrowing Date, but no Bank shall be responsible for the account and risk failure of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, Bank to make the Custodian may assign any rights granted to the Custodian hereunder to Intermediate Term Credit Loan of such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Bank.

Advances. If(a) Subject to the terms and conditions of this -------- Agreement, for any reason each Lender severally agrees to make Loans (other than Swing Loans) prior to the Revolving Credit Termination Date to the Borrower not to exceed an amount (in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofaggregate, the Custodian or "Commitment") at any Subcustodian advances monies one time outstanding equal to facilitate settlement or otherwise ---------- the Lender's Lender Commitment. Each such request for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance Loan by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances Borrower shall be deemed a loan payable on demandrequest for a Loan from each Lender equal to such Lender's Percentage of the aggregate amount so requested, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian and such aggregate amount shall be obligated in an amount at least equal to advance monies $1,000,000.00 and equal to a multiple of $250,000.00, or the difference between the Commitment and the aggregate principal balance of the Notes, whichever is less. Each repayment of the Loans shall be deemed a repayment of each Lender's Loan equal to such Lender's Percentage of the amount so repaid. The obligations of the Lenders hereunder are several and not joint, and the preceding two sentences will give rise to certain inappropriate results if special provisions are not made to accommodate the failure of a Lender to fund a Loan as and when required by this Agreement; therefore, notwithstanding anything herein to the Fundcontrary, (A) no Lender shall be required to make Loans at any one time outstanding in excess of such Lender's Percentage of the Commitment and (B) if a Lender fails to make a Loan as and when required hereunder and Borrower subsequently makes a repayment on the Loans, such repayment shall be split among the non-defaulting Lenders ratably in accordance with their respective Percentages until each Lender has its Percentage of all of the outstanding Loans, and the balance of such repayment shall be divided among all of the Lenders in accordance with their respective Percentages. Notwithstanding the event that such Advance occursforegoing, any transaction giving rise to an Advance borrowings and payments --------------- of Swing Loans shall be for TCB's own account. The Loans (other than Swing Loans) shall be evidenced by the account Notes substantially in the form of Exhibit C --------- attached hereto. The Borrower, the Agent and risk the Lenders agree that Chapter 15 of the Fund and Texas Credit Code shall not be deemed apply to be a transaction undertaken by this Agreement, the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian Notes or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Loan.

Advances. IfEach Bank will make its pro rata share of each Committed Revolving Loan advance available to the Administrative Agent by 2:00 P.M. (Charlotte, for any reason North Carolina time) on the date specified in the conduct Notice of its safekeeping duties pursuant to Section 5 hereof or its administration Borrowing by deposit in U.S. dollars of immediately available funds at the offices of the Fund's assets pursuant to Section 6 hereofAdministrative Agent in Charlotte, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringNorth Carolina, or at such other address in the end ofUnited States as the Administrative Agent may designate in writing. All Committed Revolving Loan advances shall be made by the Banks pro rata on the basis of each Bank's share of the Revolving Committed Amount. No Bank shall be responsible for the failure or delay by any other Bank in its obligation to make Committed Revolving Loan advances hereunder; provided, however, that the failure of any Business Day), Fund hereby does: 7.6.1 grant Bank to fulfill its commitments hereunder shall not relieve any other Bank of its commitments hereunder. Unless the Administrative Agent shall have been notified by any Bank prior to the Custodian a continuing security interest in certain Investments (as mutually agreed from time of any such Committed Revolving Loan advance that such Bank does not intend to time) as security for such Advance, such security interest make available to the Administrative Agent its portion of the Committed Revolving Loan advance to be effective only as long as made on such Advance remain outstanding; anddate, 7.6.2 agree the Administrative Agent may assume that such Bank has made such amount available to the Custodian Administrative Agent on the date of such Committed Revolving Loan advance, and the Administrative Agent, in reliance upon such assumption, may secure (in its sole discretion without any obligation to do so) make available to the resulting Advance Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by perfecting a security interest in Bank, the Administrative Agent shall be entitled to recover such Investments under Applicable Lawcorresponding amount from such Bank. The Custodian shall If such Bank does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Fund of any such Advances Borrower and the time at which Borrower shall immediately pay such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies corresponding amount to the Fund, and in Administrative Agent. The Administrative Agent shall also be entitled to recover from such Bank or the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assigneeBorrower, as the case may be, shall be entitled to utilize interest on such corresponding amount in respect of each day from the date such corresponding amount was made available cash balance in by the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments Administrative Agent to the extent necessary Borrower to recover payment the date such corresponding amount is recovered by the Administrative Agent, at a per annum rate equal to (i) if paid by such Bank, within two (2) Business Days of all principal ofmaking such corresponding amount available to the Borrower, the overnight Federal Funds Effective Rate, and interest onthereafter the Base Rate, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of (ii) if paid by the UCC. AccordinglyBorrower, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>then applicable rate calculated in accordance with Section 2.05.

Advances. If, for any reason in On the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofterms and conditions hereinafter set forth, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit Borrower may, by delivery of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant a Funding Request to the Custodian a continuing security interest in certain Investments (as mutually agreed Administrative Agent, from time to time on any Business Day during the Revolving Period, at its option, request that the Lenders make advances (each, an “Advance”) to it in an amount which, at any time, shall not exceed the Availability in effect on the related Funding Date. Such Funding Request shall be delivered not later than 10:00 a.m. (New York City time) as security for on the date which is one (1) Business Day prior to the requested Funding Date. Following receipt by the Administrative Agent of a Funding Request, the Administrative Agent shall forward such Funding Request to each Managing Agent not later than 11:00 a.m. (New York City time) that day. Upon receipt of such Funding Request, each Managing Agent shall, if its related Lender Group contains a CP Lender member, request such CP Lender to make the Advance, and such security interest CP Lender may from time to be effective only as long as time during the Revolving Period, in its sole discretion, agree or decline to make the Advance. If any CP Lender declines to make all or any part of a proposed Advance, it shall so notify its related Committed Lenders. If (i) a Lender Group’s CP Lender shall have notified its related Committed Lenders that it declines to make all or part of such Advance remain outstanding; andor (ii) a Lender Group shall not have a CP Lender member, 7.6.2 agree that the Custodian may secure applicable portion of the resulting Advance will be made by perfecting a security interest the Committed Lenders in such Investments under Applicable LawLender Group in accordance with their Pro-Rata Shares. The Custodian shall promptly notify Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demandcontrary, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian no Committed Lender shall be obligated to advance monies make any Advance in an amount that would result in the aggregate Advances then funded by such Committed Lender exceeding its Commitment then in effect (minus the unrecovered principal amount of such Committed Lender’s advances made, downgrade draws funded or purchase prices paid pursuant to any applicable Liquidity Agreement to which it is a party). The obligation of each Committed Lender to remit its Pro-Rata Share of any such Investment shall be several from that of each other Committed Lender, and the failure of any Committed Lender to so make such amount available to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and Borrower shall not be deemed relieve any other Committed Lender of its obligation hereunder. Each Advance to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of made ratably among the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Lender Groups in accordance with their Group Advance Limits.

Advances. If(a) Letters of Credit. Debtor and Bank contemplate that, from ----------------- time to time, Debtor may request that Bank issue one (1) or more Irrevocable Letters of Credit for any reason the account of Debtor. Each such request shall be made in writing, using Bank's then standard form of Application and Agreement for Irrevocable Stand-By and/or Commercial Letter of Credit (whatever the conduct actual name of its safekeeping duties such form may be at such time), and shall be executed and delivered to Bank by Debtor. All such Applications are hereinafter individually called an "Application" and collectively called the "Applications". All Irrevocable Stand-By and/or Commercial Letters of Credit issued by Bank pursuant to Section 5 hereof or its administration any of the Fund's assets Applications are hereinafter individually called a "Letter of Credit" and collectively called the "Letters of Credit". None of the Applications shall request (and none of the Letters of Credit shall provide for) any expiry date for the related Letter of Credit, whether by automatic renewal or otherwise, later than December 31, 1997, unless agreed to by Bank in writing. Subject to the provisions of this Agreement, Bank shall issue each requested Letter of Credit pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or its related Application if at the end of, any Business Day), Fund hereby does: 7.6.1 grant time Bank would fund an advance or readvance under the Revolving Credit in an amount equal to the Custodian a continuing security interest in certain Investments (as mutually agreed amount requested for such Letter of Credit. All amounts from time to timetime outstanding and (if all drawing conditions were satisfied) as security for such Advance, such security interest available to be effective only as drawn under any and all of the Letters of Credit in the aggregate (the "Maximum Drawable Amount") shall reduce the amounts otherwise available under the Revolving Credit. Notwithstanding anything to the contrary set forth in any of the Applications, so long as such Advance remain outstanding; andthe Revolving Credit shall not have matured (whether by acceleration or otherwise), 7.6.2 agree that after giving full effect to any extensions, renewals, modifications and/or substitutions thereof and/or therefor, all amounts, if any, from time to time drawn under any one or more or all of the Custodian may secure the resulting Advance Letters of Credit and not immediately reimbursed in full to Bank by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances Debtor shall be conclusively deemed a loan payable on demandimmediately thereafter to be evidenced by, advanced and/or readvanced under, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies and repayable according to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk provisions of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other personRevolving Note. If the Fund Revolving Credit shall fail have matured (by acceleration or otherwise), after giving full effect to repay when due the principal balance of an Advance any extensions, renewals, modifications and/or substitutions thereof and accrued and unpaid interest thereonor therefor, the Custodian or its assigneethen, as the case may be, all such amounts shall be entitled to utilize governed by the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 provisions of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>respective Applications.

Advances. IfOn the terms and conditions hereinafter set forth, for any reason from time to time from the Closing Date until the end of the Reinvestment Period, the Borrower may request that the Lenders make Advances (including, in the conduct case of its safekeeping duties the Swingline Lender, any Swingline Advances) secured by the Collateral Portfolio in an aggregate amount up to the Unused Facility Amount as of such date, (x) to the Borrower or (y) to the Unfunded Exposure Account in an amount up to the Unfunded Exposure Amount; provided that, other than pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day2.02(f), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian no Lender shall be obligated to advance monies make any Advance on or after the earlier of (A) the Scheduled Reinvestment Period End Date or (B) the Termination Date. Other than pursuant to Section 2.02(f), under no circumstances shall any Lender be required to make any Advance if after giving effect to such Advance and the addition to the FundCollateral Portfolio of the Eligible Loans, and (i) an Event of Default or an Unmatured Event of Default exists or would result therefrom or (ii) a Borrowing Base Deficiency would occur. For the avoidance of doubt, each Xxxxxx’s obligation to refund Swingline Advances pursuant to Section 2.02(g) shall constitute usage of its Commitment. Notwithstanding anything to the contrary herein, no Lender shall be obligated at any time to provide the Borrower (including for application to the Unfunded Exposure Account, if applicable) with funds in connection with one or more Advances that would, individually or in the event that aggregate with respect to any such Advance occursLender exceed the Unused Facility Amount then in effect attributable to such Lender. On the terms and conditions hereinafter set forth, any transaction giving rise from time to time from the Closing Date until the end of the Reinvestment Period, the Borrower may request the Swingline Lender to make Swingline Advances to the Borrower hereunder, secured by the Collateral Portfolio in an Advance aggregate amount up to the Unused Facility Amount as of such date. Advances to be made for the purpose of refunding Swingline Advances shall be for made by the account Lenders as provided in Section 2.02(g). Under no circumstances shall the Swingline Lender be required to make any Swingline Advance if after giving effect to such Swingline Advance and risk the addition to the Collateral Portfolio of the Fund and shall not be deemed to be Eligible Loans, (i) an Event of Default or an Unmatured Event of Default exists or would result therefrom, (ii) a transaction undertaken by Borrowing Base Deficiency would occur or (iii) the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, aggregate Swingline Advances outstanding would exceed the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Swingline Commitment.

Advances. IfCapital may advance funds to Borrower in an amount up to the Advance Rate and the Maximum Credit Facility, both as defined in Exhibit B, paragraphs 20 and 21 respectively. Capital reserves the right to retain certain reserves against advances, including, without limitation, the Dilution Reserve, as defined in Exhibit B, paragraph 22. Borrower agrees to repay to Capital the amount of each such advance, with interest and fees as set forth below and on Exhibit A. As consideration for any reason each such advance, Capital shall be paid in accordance with the conduct of its safekeeping duties pursuant rate schedule attached hereto as Exhibit A and incorporated into this Agreement by reference (the “Rate Schedule”). Borrower promises to Section 5 hereof repay each advance, and each such advance shall be due end payable, if not sooner paid by Borrower or its administration through collection of the Fund's assets pursuant to Section 6 hereofassigned Account, on or before the Custodian or Maximum Days (the “Advance Period”). Unless otherwise extended, all advances and any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account unpaid interest and fees shall be overdrawn either duringpaid by Borrower to Capital as aforesaid or, at Capital’s option, may be charged to Borrower’s Loan Account (as defined in Exhibit B, paragraph 23) or at the end of, may be withheld and paid to Capital from any Business Day), Fund hereby does: 7.6.1 grant subsequent advance made to Borrower. In addition to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advanceamounts set forth on the Rate Schedule, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian Capital may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing charge interest at the rate customarily charged by of eighteen percent (18%) per annum on any advances which remain unpaid after the Custodian on similar loans. Neither the Custodian nor any Subcustodian occurrence of an event of Default and/or after judgment All interest shall be obligated computed for the actual number of days elapsed on the basis of a year consisting of 360 days. Borrower acknowledges that Capital accrues interest on all advances on a daily basis, however, such interest is due on a monthly basis, unless otherwise payable as provided hereunder. In the event that, at any time and for any reason, the amount of advances made pursuant to advance monies this Agreement exceed the Advance Rate and/or the Maximum Credit Facility (an “Over Advance”), then Borrower, upon Capital election and demand, shall immediately pay to Capital, in cash, the Fundamount of such excess. In the event of the existence of an Over Advance, Borrower shall pay to Capital, at Capital’s discretion, an Over Advance Fee of .0493 % of the amount of the Over Advance for each day that the Over Advance is outstanding. Nothing provided herein shall constitute consent by Capital to such Over Advance. Borrower irrevocably waives the right to direct the application of any and all payments and collections at any time or times hereafter received by Capital from or on behalf of Borrower, and in the event Borrower does hereby irrevocably agree that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of the UCC. Accordingly, the Custodian Capital shall have the rights continuing exclusive right to apply and benefits reapply any and all such payments and collections received at any time or times hereafter by Capital or its agent against the Obligations, in such manner as Capital may deem advisable. The advances shall constitute one general Obligation of a Borrower, and shall be secured creditor that is a Securities Intermediary under such Articles 8 and 9by Capital’s lien upon all of the Collateral. <PAGE>IT IS THE INTENTION OF THE PARTIES HERETO NOT TO MAKE ANY AGREEMENT IN VIOLATION OF THE LAWS OF THE STATE OF NORTH CAROLINA OR THE UNITED STATES RELATING TO USURY. IN NO EVENT, THEREFORE, SHALL ANY INTEREST DUE HEREUNDER BE AT A RATE IN EXCESS OF THE HIGHEST LAWFUL RATE, i.e., IN NO EVENT SHALL CAPITAL CHARGE OR SHALL BORROWER BE REQUIRED TO PAY ANY INTEREST THAT, TOGETHER WITH ANY OTHER CHARGES HEREUNDER THAT MAY BE DEEMED TO BE IN THE NATURE OF INTEREST, HOWEVER COMPUTED, EXCEEDS THE MAXIMUM LAWFUL RATE OF INTEREST ALLOWABLE UNDER THE LAWS OF THE SXXXX XX XXXXX XXXXXXXX XXX/XX XX XXX XXXXXX XXXXXX. SHOULD ANY PROVISION OF THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN BORROWER AND CAPITAL BE CONSTRUED TO REQUIRE THE PAYMENT OF INTEREST THAT EXCEEDS SUCH MAXIMUM LAWFUL RATE, ANY SUCH EXCESS SHALL BE AND IS EXPRESSLY HEREBY WAIVED BY CAPITAL. SHOULD ANY EXCESS INTEREST IN FACT BE PAID, SUCH EXCESS SHALL BE DEEMED TO BE A PAYMENT OF THE PRINCIPAL AMOUNT OF OUTSTANDING INDEBTEDNESS OWING BY BORROWER TO CAPITAL AND SHALL BE APPLIED TO SUCH PRINCIPAL. In order to satisfy any of the Obligations, Borrower authorizes Capital, or its agents, affiliates, or depository bank(s) to initiate electronic debit or credit entries through the ACH system to or from any deposit account maintained by Borrower (“ACH Transfers”).

Advances. If, Each request for any reason a Borrowing hereunder shall be made by the Borrower by the delivery to the Administrative Agent and the Insurer of a written notice (a “Borrowing Notice”) substantially in the conduct form of Exhibit C hereto at least three (3) Business Days prior to the proposed date for such Borrowing (a “Borrowing Date”), which shall occur no more frequently than once each week; provided, that, on the Class B Funded Date the Borrower may submit two separate Borrowing Notices provided that all other conditions have been satisfied. The Administrative Agent shall promptly forward a copy of each Borrowing Notice to each Class A Lender or Class B Lender, as applicable, and simultaneously notify such Lenders of the amounts of Advances included in such Borrowing and each Lender of its safekeeping duties share of such Advances; provided, that with respect to Class A Lenders, such share shall be equal to such Class A Lender’s Class A Pro Rata Share and with respect to Class B Lenders such share shall be determined pursuant to Section 5 hereof the Class B Side Letter. Each Class A Lender or its administration Class B Lender, as applicable, shall, upon satisfaction of the Fund's assets applicable conditions precedent set forth in Article V, make available to the Administrative Agent by 12:00 noon (New York City time) on such Borrowing Date its portion of such Borrowing (which shall equal for each Class A Lender its Class A Pro Rata Share of the amount of the Class A Advance or for each Class B Lender its share, as determined pursuant to Section 6 hereofthe Class B Side Letter, of the amount of the Class B Advance) by deposit of such amount in same day funds to the Funding Account, and, after receipt by the Administrative Agent of such funds, the Custodian or any Subcustodian advances monies Administrative Agent will cause such funds to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant promptly deposited to the Custodian a continuing security interest Borrower Account in certain Investments (like funds as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged received by the Custodian on similar loansAdministrative Agent. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the FundEach Lender, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary they believe an applicable condition precedent set forth set forth in Article V has not been satisfied, shall notify the Borrower of such belief prior to recover payment of all principal ofthe applicable Borrowing Date. If any Non-Committed Lender declines to make any such Class A Advance, and interest onin its sole discretion, its related Committed Lender shall make such Class A Advance in fullaccordance with the terms hereof. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder amount of each Borrowing (i) shall be treated the lesser of (a) a minimum principal amount of $1,000,000 and increments of $100,000 in excess thereof or (b) the Available Class A Facility Amount or Available Class B Facility Amount, as Financial Assets credited applicable and (ii) with respect to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 Film-Related Advances, shall not exceed an amount equal to the aggregate Direct Negative Costs to be paid during the one (1) month period immediately following the applicable Borrowing Date (based upon the then applicable Budget and 9 of the UCCCash Flow Schedule). AccordinglyPrior to requesting a Film Related Advance hereunder, the Custodian shall have Borrower agrees to confirm with MPROD that any such Film-Related Advances are being made ratably with, or subsequent to, draws under the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Co-Financing Loan Agreements applicable to the related Motion Picture except with respect to Enhancements.

Advances. IfSubject to and upon the terms and conditions of this Agreement, for any reason Bank agrees to make Advances to Borrower in an aggregate amount not to exceed (i) the conduct Committed Revolving Line or the Borrowing Base, whichever is less, minus (ii) the face amount of its safekeeping duties all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit). For purposes of this Agreement, "BORROWING BASE" shall mean an amount equal to (i) seventy-five percent (75%) of Eligible Accounts plus (ii) one hundred percent (100%) of Cash or Cash Equivalents. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to Section 5 hereof this SECTION 2.1 may be repaid and reborrowed at any time during the term of this Agreement. Whenever Borrower desires an Advance, Borrower will notify Bank by facsimile transmission or its administration of telephone no later than 3:00 p.m. Pacific time, on the Fund's assets pursuant Business Day that the Advance is to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account be made. Each such notification shall be overdrawn either duringpromptly confirmed by a Payment/Advance Form in substantially the form of EXHIBIT B hereto. Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest without instructions if in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any Bank's discretion such Advances are necessary to meet Obligations which have become due and the time at which such Advances must be repaidremain unpaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, Bank shall be entitled to utilize rely on any telephonic notice given by a person who Bank reasonably believes to be a Responsible Officer, and Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance. Bank will credit the available cash balance in the applicable Series Agency or Principal Account and amount of Advances made under this SECTION 2.1 to dispose of any agreed upon Investments Borrower's deposit account. Borrower promises to pay to the extent necessary to recover payment order of Bank, in lawful money of the United States of America, the aggregate unpaid principal amount of all Advances made by Bank to Borrower hereunder. Borrower shall also pay interest on the aggregate unpaid principal of, amount of such Advances at the rates and interest on, such Advance in fullaccordance with the terms hereof. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder Committed Revolving Line shall terminate on the Revolving Maturity Date, at which time all Advances under this SECTION 2.1 and other amounts due under this Agreement (except as otherwise expressly specified herein) shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 immediately due and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>payable.

Advances. If, for any reason in (a) On the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofterms and conditions hereinafter set forth, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit Borrower may, by delivery of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant a Funding Request to the Custodian a continuing security interest in certain Investments (as mutually agreed Administrative Agent, from time to time on any Business Day during the Revolving Period, at its option, request that the Lenders make advances (each, an “Advance”) to it in an amount which, at any time, shall not exceed the Availability in effect on the related Funding Date. Such Funding Request shall be delivered not later than 5:00 p.m. (New York City time) as security for on the date which is four (4) Business Days prior to the requested Funding Date. Following receipt by the Administrative Agent of a Funding Request, the Administrative Agent shall forward such Funding Request to each Managing Agent not later than 12:00 p.m. (New York City time) on the date which is three (3) Business Days prior to the requested Funding Date. Upon receipt of such Funding Request, each Managing Agent shall request the CP Lender in its Lender Group to make the Advance, and such security interest CP Lender may from time to time during the Revolving Period, in its sole discretion, agree or decline to make the Advance. If any CP Lender declines to make all or any part of a proposed Advance, it shall so notify the Committed Lenders and the applicable portion of the Advance will be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that made by the Custodian may secure the resulting Advance by perfecting a security interest Committed Lenders in such Investments under Applicable LawCP Lender’s Lender Group in accordance with their Pro-Rata Shares. The Custodian shall promptly notify Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demandcontrary, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian no Committed Lender shall be obligated to advance monies make any Advance in an amount that would result in the aggregate Advances then funded by such Committed Lender exceeding its Commitment then in effect (minus the unrecovered principal amount of such Committed Lender’s advances made, downgrade draws funded or purchase prices paid pursuant to any applicable Liquidity Agreement to which it is a party). The obligation of each Committed Lender to remit its Pro-Rata Share of any such Investment shall be several from that of each other Committed Lender, and the failure of any Committed Lender to so make such amount available to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and Borrower shall not be deemed relieve any other Committed Lender of its obligation hereunder. Each Advance to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Page 11 bbhcustagmtamend_2013 under Articles 8 and 9 of made ratably among the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9. <PAGE>Lender Groups in accordance with their Group Advance Limits.