Exhibit 10.1
    

    

    

    

    

    
      EXECUTION COPY
    

    

    

    
    	
           
        
	
          
            

            

            

            

            $125,000,000

AMENDED AND RESTATED CREDIT AGREEMENT

Dated
            as of October 16, 2008

Among

GLADSTONE BUSINESS
            INVESTMENT, LLC

as the Borrower

GLADSTONE
            MANAGEMENT CORPORATION

as the Servicer

THE
            FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO
          

          
            

            as Committed Lenders

THE COMMERCIAL PAPER LENDERS
            FROM TIME TO TIME PARTY HERETO
          

          
            

            as CP Lenders

THE FINANCIAL INSTITUTIONS FROM TIME
            TO TIME PARTY HERETO
          

          
            

            as Managing Agents

and
          

          
            DEUTSCHE BANK AG, NEW YORK BRANCH
as the Administrative Agent





          

        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      TABLE OF CONTENTS
    

    

    

    

    

    
    	
          
             
          

        	
          
            Page
          

        
	

        	
           
        
	
          ARTICLE I DEFINITIONS
        	
          1
        
	
          
            Section 1.1
          

        	
          
            Certain Defined Terms.
          

        	
          1
        
	
          Section 1.2
        	
          
            Other Terms.
          

        	
          30
        
	
          Section 1.3
        	
          
            Computation of Time Periods.
          

        	
          30
        
	
          Section 1.4
        	
          
            Interpretation.
          

        	
          30
        
	

        	
           
        
	
          ARTICLE II ADVANCES
        	
          31
        
	
          Section 2.1
        	
          
            Advances.
          

        	
          31
        
	
          Section 2.2
        	
          
            Procedures for Advances.
          

        	
          31
        
	
          Section 2.3
        	
          
            Optional Changes in Facility Amount; Prepayments.
          

        	
          33
        
	
          Section 2.4
        	
          
            Principal Repayments.
          

        	
          34
        
	
          Section 2.5
        	
          
            The Notes.
          

        	
          34
        
	
          Section 2.6
        	
          
            Interest Payments.
          

        	
          34
        
	
          Section 2.7
        	
          
            Fees.
          

        	
          35
        
	
          Section 2.8
        	
          
            Settlement Procedures.
          

        	
          36
        
	
          Section 2.9
        	
          
            Collections and Allocations.
          

        	
          39
        
	
          Section 2.10
        	
          
            Payments, Computations, Etc.
          

        	
          39
        
	
          Section 2.11
        	
          
            Breakage Costs.
          

        	
          39
        
	
          Section 2.12
        	
          
            Increased Costs; Capital Adequacy; Illegality.
          

        	
          40
        
	
          Section 2.13
        	
          
            Taxes.
          

        	
          41
        
	
          Section 2.14
        	
          
            Revolver Loan Funding.
          

        	
          43
        
	

        	
           
        
	
          ARTICLE III CONDITIONS OF EFFECTIVENESS AND ADVANCES
        	
          45
        
	
          Section 3.1
        	
          
            Conditions to Effectiveness and Advances.
          

        	
          45
        
	
          Section 3.2
        	
          
            Additional Conditions Precedent to All Advances.
          

        	
          45
        
	

        	
           
        
	
          ARTICLE IV REPRESENTATIONS AND WARRANTIES
        	
          46
        
	
          Section 4.1
        	
          
            Representations and Warranties of the Borrower.
          

        	
          46
        
	

        	
           
        
	
          ARTICLE V GENERAL COVENANTS OF THE BORROWER
        	
          50
        
	
          Section 5.1
        	
          
            Covenants of the Borrower.
          

        	
          50
        
	
          Section 5.2
        	
          
            Hedging Agreement.
          

        	
          55
        
	

        	
           
        
	
          ARTICLE VI SECURITY INTEREST
        	
          55
        
	
          Section 6.1
        	
          
            Security Interest.
          

        	
          55
        
	
          Section 6.2
        	
          
            Remedies.
          

        	
          56
        
	
          Section 6.3
        	
          
            Release of Liens.
          

        	
          56
        
	
          Section 6.4
        	
          
            Assignment of the Purchase Agreement.
          

        	
          58
        
	

        	
           
        
	
          ARTICLE VII ADMINISTRATION AND SERVICING OF LOANS
        	
          58
        
	
          Section 7.1
        	
          
            Appointment of the Servicer.
          

        	
          58
        
	
          Section 7.2
        	
          
            Duties and Responsibilities of the Servicer.
          

        	
          58
        
	
          Section 7.3
        	
          
            Authorization of the Servicer.
          

        	
          60
        


    

    
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          Section 7.4
        	
          
            Collection of Payments.
          

        	
          61
        
	
          Section 7.5
        	
          
            Servicer Advances.
          

        	
          62
        
	
          Section 7.6
        	
          
            Realization Upon Defaulted Loans or Charged-Off Loans.
          

        	
          62
        
	
          Section 7.7
        	
          
            Optional Repurchase of Transferred Loans.
          

        	
          62
        
	
          Section 7.8
        	
          
            Representations and Warranties of the Servicer.
          

        	
          63
        
	
          Section 7.9
        	
          
            Covenants of the Servicer.
          

        	
          64
        
	
          Section 7.10
        	
          
            Payment of Certain Expenses by Servicer.
          

        	
          66
        
	
          Section 7.11
        	
          
            Reports.
          

        	
          66
        
	
          Section 7.12
        	
          
            Annual Statement as to Compliance.
          

        	
          67
        
	
          Section 7.13
        	
          
            Limitation on Liability of the Servicer and Others.
          

        	
          67
        
	
          Section 7.14
        	
          
            The Servicer Not to Resign.
          

        	
          68
        
	
          Section 7.15
        	
          
            Access to Certain Documentation and Information Regarding the
            Loans.
          

        	
          68
        
	
          Section 7.16
        	
          
            Merger or Consolidation of the Servicer.
          

        	
          68
        
	
          Section 7.17
        	
          
            Identification of Records.
          

        	
          69
        
	
          Section 7.18
        	
          
            Servicer Termination Events.
          

        	
          69
        
	
          Section 7.19
        	
          
            Appointment of Successor Servicer.
          

        	
          71
        
	
          Section 7.20
        	
          
            Market Servicing Fee.
          

        	
          72
        
	

        	
           
        
	
          ARTICLE VIII EARLY TERMINATION EVENTS
        	
          72
        
	
          Section 8.1
        	
          
            Early Termination Events.
          

        	
          72
        
	

        	
           
        
	
          ARTICLE IX INDEMNIFICATION
        	
          74
        
	
          Section 9.1
        	
          
            Indemnities by the Borrower.
          

        	
          74
        
	
          Section 9.2
        	
          
            Indemnities by the Servicer.
          

        	
          76
        
	

        	
           
        
	
          ARTICLE X THE ADMINISTRATIVE AGENT AND THE MANAGING AGENTS
        	
          77
        
	
          Section 10.1
        	
          
            Authorization and Action.
          

        	
          77
        
	
          Section 10.2
        	
          
            Delegation of Duties.
          

        	
          78
        
	
          Section 10.3
        	
          
            Exculpatory Provisions.
          

        	
          78
        
	
          Section 10.4
        	
          
            Reliance.
          

        	
          79
        
	
          Section 10.5
        	
          
            Non-Reliance on Administrative Agent, Managing Agents and Other
            Lenders.
          

        	
          80
        
	
          Section 10.6
        	
          
            Reimbursement and Indemnification.
          

        	
          80
        
	
          Section 10.7
        	
          
            Administrative Agent and Managing Agents in their Individual
            Capacities.
          

        	
          80
        
	
          Section 10.8
        	
          
            Successor Administrative Agent or Managing Agent.
          

        	
          81
        
	

        	
           
        
	
          ARTICLE XI ASSIGNMENTS; PARTICIPATIONS
        	
          81
        
	
          Section 11.1
        	
          
            Assignments and Participations.
          

        	
          81
        
	
          Section 11.2
        	
          
            Additional Lender Groups.
          

        	
          84
        
	

        	
           
        
	
          ARTICLE XII MISCELLANEOUS
        	
          85
        
	
          Section 12.1
        	
          
            Amendments and Waivers.
          

        	
          85
        
	
          Section 12.2
        	
          
            Notices, Etc.
          

        	
          86
        
	
          Section 12.3
        	
          
            No Waiver, Rights and Remedies.
          

        	
          86
        
	
          Section 12.4
        	
          
            Binding Effect.
          

        	
          86
        


    

    
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          Section 12.5
        	
          
            Term of this Agreement.
          

        	
          86
        
	
          Section 12.6
        	
          
            GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF OBJECTION TO
            VENUE.
          

        	
          87
        
	
          Section 12.7
        	
          
            WAIVER OF JURY TRIAL.
          

        	
          87
        
	
          Section 12.8
        	
          
            Costs, Expenses and Taxes.
          

        	
          87
        
	
          Section 12.9
        	
          
            No Proceedings.
          

        	
          88
        
	
          Section 12.10
        	
          
            Recourse Against Certain Parties.
          

        	
          88
        
	
          Section 12.11
        	
          
            Protection of Security Interest; Appointment of Administrative
            Agent as Attorney-in-Fact.
          

        	
          89
        
	
          Section 12.12
        	
          
            Confidentiality.
          

        	
          90
        
	
          Section 12.13
        	
          
            Execution in Counterparts; Severability; Integration.
          

        	
          91
        


    

    

    

    
      EXHIBITS
    

    
    	
          EXHIBIT A
        	
          Form of Borrower Notice
        
	
          EXHIBIT B
        	
          Form of Note
        
	
          EXHIBIT C
        	
          Form of Assignment and Acceptance
        
	
          EXHIBIT D
        	
          Form of Joinder Agreement
        
	
          EXHIBIT E
        	
          Form of Monthly Report
        
	
          EXHIBIT F
        	
          Form of Servicer’s Certificate
        
	
          EXHIBIT G
        	
          Reserved
        
	
          EXHIBIT H
        	
          Form of Primary Document Trust Receipt
        
	
          EXHIBIT I
        	
          Form of Assignment of Mortgage
        
	
          EXHIBIT J
        	
          Reserved
        
	
          EXHIBIT K
        	
          Reserved
        
	
          EXHIBIT L
        	
          Form of Deposit Account Control Agreement
        
	
          EXHIBIT M
        	
          Credit Report and Transaction Summary
        
	
          EXHIBIT N
        	
          Moody’s Industry Classifications
        


    

    
      

      SCHEDULES
    

    
    	
          SCHEDULE I
        	
          Schedule of Documents
        
	
          SCHEDULE II
        	
          List of Lock-Box Banks, Lock-Box Accounts, Collection Account and
          Securities Accounts
        
	
          SCHEDULE III
        	
          Loan List
        
	
          SCHEDULE IV
        	
          Form of Loans
        
	
          SCHEDULE V
        	
          Additional Perfection Representations and Warranties of the Borrower
        
	
          SCHEDULE VI
        	
          Diversity Score Calculation
        


    

    

    

    
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           THIS AMENDED AND RESTATED CREDIT AGREEMENT is
      made as of October 16, 2008, among:
    

    
      (1)       GLADSTONE BUSINESS INVESTMENT, LLC, a Delaware limited
      liability company,  as borrower (the “Borrower”);
    

    
      (2)       GLADSTONE MANAGEMENT CORPORATION, a Delaware corporation, as
      servicer (the “Servicer”);
    

    
      (3)       Each financial institution from time to time party hereto as a
      “Committed Lender” (whether on the signature pages hereto or in a
      Joinder Agreement) and their respective successors and assigns
      (collectively, the “Committed Lenders”);
    

    
      (4)       Each commercial paper issuer from time to time party hereto as
      a “CP Lender”  (whether on the signature pages hereto or in a Joinder
      Agreement) and their respective successors and assigns (collectively,
      the “CP Lenders”);
    

    
      (5)       Each financial institution from time to time party hereto as a
      “Managing Agent” (whether on the signature pages hereto or in a Joinder
      Agreement) and their respective successors and assigns (collectively,
      the “Managing Agents”); and
    

    
      (6)       DEUTSCHE BANK AG, NEW YORK BRANCH, as “Administrative Agent”
      and its respective successors and assigns (the “Administrative
      Agent”).
    

    
      IT IS AGREED as follows:
    

    
      ARTICLE I  

DEFINITIONS
    

    
      Section 1.1  Certain Defined Terms.
    

    
             (a)  Certain capitalized terms used throughout this Agreement are
      defined above or in this Section 1.1.
    

    
             (b)  As used in this Agreement and its exhibits, the following
      terms shall have the following meanings (such meanings to be equally
      applicable to both the singular and plural forms of the terms defined).
    

    
      “Additional Amount” is defined in Section 2.13.
    

    
      “Adjusted Eurodollar Rate” means for any Settlement Period,
      or, with respect to a Lender Group for which a Non-Conduit Lender acts
      as Managing Agent only, each portion thereof, resetting on each
      Non-Conduit Lender Interest Reset Date, (a) with respect to a Lender
      Group for which a Non-Conduit Lender acts as Managing Agent, an interest
      rate per annum equal to the quotient, expressed as a percentage and
      rounded upwards (if necessary), to the nearest 1/100 of 1%, (i) the
      numerator of which is equal to the LIBO Rate for such portion of such
      Settlement Period and (ii) the denominator of which is equal to 100% minus
      the Eurodollar Reserve Percentage for such Settlement Period, in each
      case, as determined by such Non-Conduit Lender and reported to the
      Borrower, the Servicer and the Agent and (b) for each other Lender
      Group, an interest rate per annum equal to the quotient, expressed as a
      percentage and rounded upwards (if necessary), to the nearest 1/100 of
      1%, (i) the numerator of which is equal to the LIBO Rate for such
      Settlement Period and (ii) the denominator of which is equal to 100% minus
      the Eurodollar Reserve Percentage for such Settlement Period.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      “1940 Act” is defined in Section 4.1(x).
    

    
      “Administrative Agent” is defined in the preamble hereto.
    

    
      “Advance” is defined in Section 2.1(a).
    

    
      “Advances Outstanding” means on any day, the aggregate
      principal amount of Advances outstanding on such day, after giving
      effect to all repayments of Advances and makings of new Advances on such
      day.
    

    
      “Adverse Claim” means a lien, security interest, pledge,
      charge, encumbrance or other right or claim of any Person.
    

    
      “Affected Committed Lender” is defined in Section
      11.1(c).
    

    
      “Affected Party” is defined in Section 2.12(a).
    

    
      “Affiliate” with respect to a Person, means any other
      Person controlling, controlled by or under common control with such
      Person.  For purposes of this definition, “control” when used with
      respect to any specified Person means the power to direct the management
      and policies of such Person, directly or indirectly, whether through the
      ownership of voting securities, by contract or otherwise; and the terms
      “controlling” or “controlled” have meanings correlative to the foregoing.
    

    
      “Agent’s Account” means Account number 10-581587-0008
      at Deutsche Bank AG, New York Branch.
    

    
      “Aggregate Outstanding Loan Balance” means on any day, the
      sum of the Outstanding Loan Balances of all Eligible Loans included as
      part of the Collateral on such date.
    

    
      “Aggregate Purchased Loan Balance” means on any day, (a)
      the sum of (i) the Purchased Loan Balances of all Eligible Loans
      included as part of the Collateral on such date and (ii) the amount of
      cash and cash equivalents held in the Collection Account and the Pending
      Account less the sum of the aggregate accrued but unpaid Servicing Fee,
      Revolving Loan Funding Fee, Program Fee and Commitment Fee minus
      (b) the Excess Concentration Amount as of such date.
    

    
      “Agreement” or “Credit Agreement” means
      this Amended and Restated Credit Agreement, dated as of October 16,
      2008, as hereafter amended, modified, supplemented or restated from time
      to time.
    

    

    

    
      
        

        

      

      
        
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      “Alternative Rate” means an interest rate per annum equal
      to the Adjusted Eurodollar Rate; provided, however, that
      the Alternative Rate shall be the Base Rate if a Eurodollar Disruption
      Event occurs; and, provided, further, that the Alternative
      Rate for the first two (2) Business Days following any Advance made by a
      Committed Lender shall be the Base Rate unless such Committed Lender has
      received at least two (2) Business Days’ prior notice of such Advance.
    

    
      “Applicable Law” means, for any Person, all existing and
      future applicable laws, rules, regulations (including proposed,
      temporary and final income tax regulations), statutes, treaties, codes,
      ordinances, permits, certificates, orders and licenses of and
      interpretations by any Governmental Authority (including, without
      limitation, usury laws, the Federal Truth in Lending Act, and Regulation
      Z, Regulation W, Regulation U and Regulation B of the Federal Reserve
      Board), and applicable judgments, decrees, injunctions, writs, orders,
      or line action of any court, arbitrator or other administrative,
      judicial, or quasi-judicial tribunal or agency of competent jurisdiction.
    

    
      “Assignment and Acceptance” is defined in Section
      11.1(b).
    

    
      “Assignment of Mortgage” means as to each Loan secured by
      an interest in real property, one or more assignments, notices of
      transfer or equivalent instruments, each in recordable form and
      sufficient under the laws of the relevant jurisdiction to reflect the
      transfer of the related mortgage, deed of trust, security deed or
      similar security instrument and all other documents related to such Loan
      and to the Borrower and to grant a perfected lien thereon by the
      Borrower in favor of the Administrative Agent on behalf of the Secured
      Parties, each such Assignment of Mortgage to be substantially in the
      form of Exhibit I hereto.
    

    
      “Availability”  On any day, the lesser of (i) the amount by
      which the Borrowing Base exceeds the sum of (A) Advances Outstanding and
      (B) an amount equal to 50% of the aggregate outstanding unfunded
      commitments under the Revolver Loans on such day and (ii) the amount by
      which the Facility Amount exceeds the sum of (A) Advances Outstanding
      and (B) the aggregate outstanding unfunded commitments under the
      Revolver Loans on such day; provided, however, that
      following the Termination Date, the Availability shall be zero.
    

    
      “Available Collections” is defined in Section
      2.8(a).
    

    
      “Backup Servicer” means The Bank of New York, in its
      capacity as Backup Servicer under the Backup Servicing Agreement,
      together with its successors and assigns.
    

    
      “Backup Servicer Expenses” means the out-of-pocket expenses
      to be paid to the Backup Servicer under the Backup Servicing Agreement.
    

    
      “Backup Servicer Fee” means the fee to be paid to the
      Backup Servicer as set forth in the Backup Servicing Agreement.
    

    
      “Backup Servicing Agreement” means the Backup Servicing
      Agreement, dated as of the date hereof among the Borrower, the Servicer,
      the Administrative Agent and the Backup Servicer, as the same may from
      time to time be amended, supplemented, waived or modified.
    

    

    

    
      
        

        

      

      
        
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      “Bankruptcy Code” means The United States Bankruptcy Reform
      Act of 1978 (11 U.S.C. §§ 101, et seq.), as
      amended from time to time.
    

    
      “Base Rate” means on any date, a fluctuating rate of
      interest per annum equal to the higher of (a) the Prime Rate or (b) the
      Federal Funds Rate plus 1.0%.
    

    
      “Benefit Plan” means any employee benefit plan as defined
      in Section 3(3) of ERISA in respect of which the Borrower or any ERISA
      Affiliate of the Borrower is, or at any time during the immediately
      preceding six years was, an “employer” as defined in Section 3(5) of
      ERISA.
    

    
      “Borrower” means Gladstone Business Investment, LLC, a
      Delaware limited liability company, or any permitted successor thereto.
    

    
      “Borrowing Base” means on any date of determination, the
      lesser of (a) (i) the Aggregate Purchased Loan Balance minus (ii)
      the Required Equity Investment or (b) an amount equal to 50% of the
      Aggregate Purchased Loan Balance.
    

    
      “Borrowing Base Test” means as of any date, a determination
      that the Borrowing Base shall be equal to or greater than the Advances
      Outstanding.
    

    
      “Borrower Notice” means a written notice, in the form of Exhibit
      A, to be used for each borrowing, repayment of each Advance or
      termination or reduction of the Facility Amount or Prepayments of
      Advances.
    

    
      “Breakage Costs” is defined in Section 2.11.
    

    
      “Business Day” means any day of the year other than a
      Saturday or a Sunday on which (a) (i) banks are not required or
      authorized to be closed in New York, New York, and Virginia or (ii)
      which is not a day on which the Bond Market Association recommends a
      closed day for the U.S. Bond Market, and (b) if the term “Business Day”
      is used in connection with the Adjusted Eurodollar Rate or the
      Non-Conduit Lender Interest Reset Date, means the foregoing only if such
      day is also a day of year on which dealings in United States dollar
      deposits are carried on in the London interbank market.
    

    
      “Change-in-Control” means with respect to any entity, the
      date on which (i) any Person or “group” acquires any “beneficial
      ownership” (as such terms are defined under Rule 13d-3 of, and
      Regulation 13D under, the Securities Exchange Act of 1934, as amended),
      either directly or indirectly, of membership interests or other equity
      interests or any interest convertible into any such interest in such
      entity having more than 50% of the voting power for the election of
      managers of such entity, if any, under ordinary circumstances, or (ii)
      (with regard to the Borrower, except in connection with any
      Securitization) an entity sells, transfers, conveys, assigns or
      otherwise disposes of all or substantially all of the assets of such
      entity.
    

    
      “Charged-Off Loan” means any Loan (i) that is 120 days past
      due with respect to any interest or principal payment, (ii) for which an
      Insolvency Event has occurred with respect to the related Obligor or
      (iii) that is or should be written off as uncollectible by the Servicer
      in accordance with the Credit and Collection Policy.
    

    

    

    
      
        

        

      

      
        
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      “Charged-Off Ratio” means with respect to any Settlement
      Period, the percentage equivalent of a fraction, calculated as of the
      Determination Date for such Settlement Period, (i) the numerator of
      which is equal to the aggregate Outstanding Loan Balance of all Loans
      that became Charged-Off Loans during such Settlement Period and (ii) the
      denominator of which is equal to the sum of (A) the Aggregate
      Outstanding Loan Balance as of the first day of such Settlement Period
      and (B) the Aggregate Outstanding Loan Balance as of the last day of
      such Settlement Period divided by 2.
    

    
      “Closing Date” means October 19, 2006.
    

    
      “Code” means the Internal Revenue Code of 1986, as amended.
    

    
      “Collateral” means all right, title and interest, whether
      now owned or hereafter acquired or arising, and wherever located, of the
      Borrower in, to and under any and all of the following:
    

    
      (i)       the Transferred Loans, and all monies due or to become due in
      payment of such Loans on and after the related Purchase Date;
    

    
      (ii)      any Related Property securing the Transferred Loans including
      all Proceeds from any sale or other disposition of such Related Property;
    

    
      (iii)     the Loan Documents relating to the Transferred Loans;
    

    
      (iv)      all Supplemental Interests related to any Transferred Loans;
    

    
      (v)       the Collection Account, all funds held in such account, and
      all certificates and instruments, if any, from time to time representing
      or evidencing the Collection Account or such funds;
    

    
      (vi)      all Collections and all other payments made or to be made in
      the future with respect to the Transferred Loans, including such
      payments under any guarantee or similar credit enhancement with respect
      to such Loans;
    

    
      (vii)     all Hedge Collateral; and
    

    
      (viii)    all income and Proceeds of the foregoing.
    

    
      “Collateral Custodian” means The Bank of New York Trust
      Company, N.A., in its capacity as Collateral Custodian under the Custody
      Agreement, together with its successors and assigns.
    

    
      “Collateral Custodian Expenses” means the out-of-pocket
      expenses to be paid to the Collateral Custodian under the Custody
      Agreement.
    

    
      “Collateral Custodian Fee” means the fee to be paid to the
      Collateral Custodian as set forth in the Custody Agreement.
    

    

    

    
      
        

        

      

      
        
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      “Collateral Quality Test” means as of any date, (i) the
      weighted average life of the Transferred Loans shall not be greater than
      66 months, (ii) the weighted average excess spread in respect of
      Transferred Loans shall not be less than 5% (for the purpose of this
      definition, the excess spread on (A) Transferred Loans which accrue
      interest at a floating rate shall be the amount by which the interest
      rate on such Transferred Loans exceeds the LIBO Rate and (B) Transferred
      Loans which accrue interest at a fixed rate shall be amount by which the
      interest rate on such Transferred Loans exceeds the cap rate under the
      related Hedge Transactions), (iii) the weighted average Risk Rating of
      the portfolio shall not be less than B-/B3/4 by S&P, Moody’s or the
      Servicer’s risk rating model, respectively, and (iv) the Diversity Score
      for the Transferred Loans is equal to or greater than 14 as of such date.
    

    
      “Collection Account” is defined in Section 7.4(e).
    

    
      “Collection Date” means the date following the Termination
      Date on which all Advances Outstanding have been reduced to zero, the
      Lenders have received all accrued Interest, fees, and all other amounts
      owing to them under this Agreement and the Hedging Agreement, the Hedge
      Counterparties have received all amounts due and owing hereunder and
      under the Hedge Transactions, and each of the Backup Servicer, the
      Collateral Custodian, the Administrative Agent and the Managing Agents
      have each received all amounts due to them in connection with the
      Transaction Documents.
    

    
      “Collections” means (a) all cash collections or other cash
      proceeds of a Transferred Loan received by or on behalf of the Borrower
      by the Servicer or Originator from or on behalf of any Obligor in
      payment of any amounts owed in respect of such Transferred Loan,
      including, without limitation, Interest Collections, Principal
      Collections, Deemed Collections, all Proceeds received from any
      Supplemental Interests, Insurance Proceeds, and all Recoveries, (b) all
      amounts received by the Buyer in connection with the repurchase of an
      Ineligible Loan pursuant to Section 6.1 of the Purchase Agreement, (c)
      all amounts received by the Administrative Agent in connection with the
      purchase of a Transferred Loan pursuant to Section 7.7, (d) all
      payments received pursuant to any Hedging Agreement or Hedge
      Transaction, and (e) interest earnings in the Collection Account.
    

    
      “Commercial Paper Notes” means on any day, any short-term
      promissory notes issued by any CP Lender with respect to financing any
      Advance hereunder that are allocated, in whole or in part, by such CP
      Lender to fund or maintain the Advances Outstanding.
    

    
      “Commitment” means (a) for Deutsche Bank AG, Cayman Island
      Branch, the commitment of such Committed Lender to fund any Advance to
      the Borrower in an amount not to exceed $125,000,000, as such amount may
      be modified in accordance with the terms hereof; and (b) with respect to
      any Person who becomes a Committed Lender pursuant to an Assignment and
      Acceptance or a Joinder Agreement, the commitment of such Person to fund
      any Advance to the Borrower in an amount not to exceed the amount set
      forth in such Assignment and Acceptance or Joinder Agreement, as such
      amount may be modified in accordance with the terms hereof.
    

    
      “Commitment Fee” is defined in the Fee Letter.
    

    

    

    
      
        

        

      

      
        
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      “Commitment Termination Date” means April 16, 2009.
    

    
      “Committed Lenders” is defined in the preamble hereto.
    

    
      “Contractual Obligation” means with respect to any Person,
      means any provision of any securities issued by such Person or any
      indenture, mortgage, deed of trust, contract, undertaking, agreement,
      instrument or other document to which such Person is a party or by which
      it or any of its property is bound or is subject.
    

    
      “CP Lenders” is defined in the preamble hereto.
    

    
      “CP Rate” means for any Settlement Period for any Advances
      made by a CP Lender, the per annum rate equivalent to the weighted
      average of the per annum rates paid or payable by such CP Lender from
      time to time as interest on or otherwise (by means of interest rate
      hedges or otherwise taking into consideration any incremental carrying
      costs associated with short-term promissory notes issued by such CP
      Lender maturing on dates other than those certain dates on which such CP
      Lender is to receive funds) in respect of the Commercial Paper Notes
      issued by such CP Lender during such period, as determined by such CP
      Lender and reported to the Borrower and the Servicer, which rates shall
      reflect and give effect to the commissions of placement agents and
      dealers in respect of such promissory notes, to the extent such
      commissions are allocated, in whole or in part, to such promissory notes
      by such CP Lender, provided, however, that if any
      component of such rate is a discount rate, in calculating the CP Rate,
      such CP Lender shall for such component use the rate resulting from
      converting such discount rate to an interest bearing equivalent rate per
      annum.
    

    
      “Credit and Collection Policy” means those credit,
      collection, customer relation and service policies (i) determined by the
      Borrower, the Originator and the initial Servicer as of the date hereof
      relating to the Transferred Loans and related Loan Documents, as on file
      with the Administrative Agent and as the same may be amended or modified
      from time to time in accordance with Sections 5.1(r) and 7.9(g);
      and (ii) with respect to any Successor Servicer, the collection
      procedures and policies of such person (as approved by the
      Administrative Agent) at the time such Person becomes Successor Servicer.
    

    
      “Current Pay Loan” means any Transferred Loan (a) in
      respect of which the Servicer or Originator shall have taken any of the
      following actions: charging a default rate of interest, restricting
      Obligor’s right to make subordinated payments (other than payments in
      respect of owner’s debts and seller financings), acceleration of the
      Transferred Loan, foreclosure on collateral for the Loan, increasing its
      representation on the Obligor’s Board of Directors or similar governing
      body, or increasing the frequency of its inspection rights to permit
      inspection on demand, (b) that is not more than thirty (30) days past
      due with respect to any interest or principal payments and (c) in
      respect of which the Servicer shall have certified (which certification
      may be in the form of an e-mail or other written electronic
      communication) to the Administrative Agent that the Servicer does not
      believe, in its reasonable judgment, that a failure to pay interest or
      ultimate principal will occur.  A Transferred Loan shall cease to be a
      Current Pay Loan if it (i) becomes a Defaulted Loan through failure to
      satisfy the requirements set forth in this definition or (ii) becomes an
      Unrestricted Eligible Loan, which shall occur upon receipt of a
      certification from the Servicer (which certification may be in the form
      of an e-mail or other written electronic communication) to the
      Administrative Agent that, as of the date of the certification (x) the
      applicable circumstances enumerated in clause (a) above which
      caused the Loan to be a Current Pay Loan shall no longer exist and (y)
      such Loan is an Unrestricted Eligible Loan.
    

    

    

    
      
        

        

      

      
        
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      “Custody Agreement” means the Custodial Agreement, dated as
      of the date hereof among the Borrower, the Servicer, the Originator, the
      Administrative Agent and the Collateral Custodian, as the same may from
      time to time be amended, supplemented, waived or modified.
    

    
      “DB” means Deutsche Bank AG, New York Branch, in its
      individual capacity, and its successors or assigns.
    

    
      “Deemed Collections” means on any day, the aggregate of all
      amounts Borrower shall have been deemed to have received as a Collection
      of a Transferred Loan. Borrower shall be deemed to have received a
      Collection in an amount equal to the unpaid balance (including any
      accrued interest thereon) of a Transferred Loan if at any time the
      Outstanding Loan Balance of any such Loan is either (i) reduced as a
      result of any discount or any adjustment or otherwise by Borrower (other
      than receipt of cash Collections) or (ii) reduced or canceled as a
      result of a setoff in respect of any claim by any Person (whether such
      claim arises out of the same or a related transaction or an unrelated
      transaction).
    

    
      “Defaulted Loan” means any Transferred Loan (i) that is
      sixty (60) days past due with respect to any interest or principal
      payments or (ii) in respect of which the Servicer or Originator shall
      have taken any of the following actions: charging a default rate of
      interest, restricting Obligor’s right to make subordinated payments
      (other than payments in respect of owner’s debts and seller financings),
      acceleration of the Transferred Loan, foreclosure on collateral for the
      Loan, increasing its representation on the Obligor’s Board of Directors
      or similar governing body, or increasing the frequency of its inspection
      rights to permit inspection on demand and is not a Current Pay Loan.
    

    
      “Default Ratio” means with respect to any Settlement
      Period, the percentage equivalent of a fraction, calculated as of the
      Determination Date for such Settlement Period, (a) the numerator of
      which is equal to the aggregate Outstanding Loan Balance of all
      Transferred Loans (excluding Charged-Off Loans) included as part of the
      Collateral that became Defaulted Loans during such Settlement Period and
      (b) the denominator of which is equal to (i) the sum of (x) the
      Aggregate Outstanding Loan Balance as of the first day of such
      Settlement Period and (y) the Aggregate Outstanding Loan Balance as of
      the last day of such Settlement Period divided by (ii) two.
    

    
      “Deposit Account Control Agreement” means a letter
      agreement, substantially in the form of Exhibit L, among the
      Borrower, the Administrative Agent and the bank maintaining the
      Collection Account or a Lock-Box Bank.
    

    
      “Derivatives” means any exchange-traded or over-the-counter
      (i) forward, future, option, swap, cap, collar, floor, foreign exchange
      contract, any combination thereof, whether for physical delivery or cash
      settlement, relating to any interest rate, interest rate index,
      currency, currency exchange rate, currency exchange rate index, debt
      instrument, debt price, debt index, depository instrument, depository
      price, depository index, equity instrument, equity price, equity index,
      commodity, commodity price or commodity index, (ii) any similar
      transaction, contract, instrument, undertaking or security, or (iii) any
      transaction, contract, instrument, undertaking or security containing
      any of the foregoing.
    

    

    

    
      
        

        

      

      
        
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      “Determination Date” means the last day of each Settlement
      Period.
    

    
      “DIP Loan” means a Loan made to a debtor-in-possession as
      described in Section 1107 of the Bankruptcy Code or a trustee (if
      appointment of such trustee has been ordered pursuant to Section 1104 of
      the Bankruptcy Code) (a "Debtor") organized under the laws of the United
      States or any state therein, the terms of which have been approved by an
      order of a court of competent jurisdiction, which order provides that
      (i) such DIP Loan is secured by liens on the Debtor's otherwise
      unencumbered assets pursuant to 364(c)(2) of the Bankruptcy Code, (ii)
      such DIP Loan is secured by liens of equal or senior priority on
      property of the Debtor's estate that is otherwise subject to a lien
      pursuant to Section 364(d) of the Bankruptcy Code, (iii) such DIP Loan
      is secured by junior liens on the Debtor's encumbered assets (so long as
      such DIP Loan is fully secured based upon a current valuation or
      appraisal report), or (iv) if the DIP Loan or any portion thereof is
      unsecured, the repayment of such DIP Loan retains priority over all
      other administrative expenses pursuant to Section 364(c)(1) of the
      Bankruptcy Code; provided that, in the case of the origination or
      acquisition of any DIP Loan, neither Borrower nor the Servicer have
      actual knowledge that the order set forth above is subject to any
      pending contested matter or proceeding (as such terms are defined in the
      Federal Rules of Bankruptcy Procedure).
    

    
      “Diversity Score” means the single number that indicates
      collateral concentration for Collateral Debt Obligations in terms of
      both Obligor and industry concentration, which is calculated as
      described in Schedule VI attached hereto.
    

    
      “Early Termination Event” is defined in Section 8.1.
    

    
      “Effective Date” means October 16, 2008.
    

    
      “Eligible Assignee” means a Person (a) whose short-term
      rating is at least A-1 from S&P and P-1 from Moody’s, or whose
      obligations under this Agreement are guaranteed by a Person whose
      short-term rating is at least A-1 from S&P and P-1 from Moody’s and (b)
      who is approved by the Administrative Agent (such approval not to be
      unreasonably withheld) and, if such Person will become a Liquidity Bank
      for a CP Lender, by such CP Lender.
    

    
      “Eligible Loan” means on any date of determination, each
      Loan which is either:
    

    
      (i)       an Unrestricted Eligible Loan; or
    

    
      (ii)      a Current Pay Loan.
    

    
      “Eligible Obligor” means on any day, any Obligor that
      satisfies each of the following requirements:
    

    
      (i)       such Obligor’s principal office and any Related Property are
      located in the United States, any territory of the United States or
      Canada;
    

    

    

    
      
        

        

      

      
        
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      (ii)      no other Loan of such Obligor is a Defaulted Loan;
    

    
      (iii)     such Obligor is (A) not the subject of any Insolvency Event or
      (B) the Obligor with regard to a DIP Loan;
    

    
      (iv)      such Obligor is not a Governmental Authority;
    

    
      (v)       such Obligor is in material compliance with all material terms
      and conditions of its Loan Documents; and
    

    
      (vi)      such Obligor is not (A) an Affiliate of the Borrower, the
      Servicer or the Originator or (B) an entity to which the Borrower, the
      Servicer or the Originator would be deemed an Insider.
    

    
      “ERISA” means the U.S. Employee Retirement Income Security
      Act of 1974, as amended from time to time, and the regulations
      promulgated and rulings issued thereunder.
    

    
      “ERISA Affiliate” means (a) any corporation that is a
      member of the same controlled group of corporations (within the meaning
      of Section 414(b) of the Code) as the Borrower; (b) a trade or business
      (whether or not incorporated) under common control (within the meaning
      of Section 414(c) of the Code) with the Borrower or (c) a member of the
      same affiliated service group (within the meaning of Section 414(m) of
      the Code) as the Borrower, any corporation described in clause (a) above
      or any trade or business described in clause (b) above.
    

    
      “Eurodollar Disruption Event” means with respect to any
      Advance as to which Interest accrues or is to accrue at a rate based
      upon the Adjusted Eurodollar Rate, any of the following:  (a) a
      determination by a Lender that it would be contrary to law or to the
      directive of any central bank or other governmental authority (whether
      or not having the force of law) to obtain United States dollars in the
      London interbank market to make, fund or maintain any Advance; (b) the
      inability of any Lender to obtain timely information for purposes of
      determining the Adjusted Eurodollar Rate; (c) a determination by a
      Lender that the rate at which deposits of United States dollars are
      being offered to such Lender in the London interbank market does not
      accurately reflect the cost to such Lender of making, funding or
      maintaining any Advance; or (d) the inability of a Lender to obtain
      United States dollars in the London interbank market to make, fund or
      maintain any Advance.
    

    
      “Eurodollar Reserve Percentage” means on any day, the then
      applicable percentage (expressed as a decimal) prescribed by the Federal
      Reserve Board (or any successor) for determining reserve requirements
      applicable to “Eurocurrency Liabilities” pursuant to Regulation D or any
      other then applicable regulation of the Federal Reserve Board (or any
      successor) that prescribes reserve requirements applicable to
      “Eurocurrency Liabilities” as presently defined in Regulation D.
    

    

    

    
      
        

        

      

      
        
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      “Excess Concentration Amount” means on any date of
      determination, the sum of, without duplication, (a) the aggregate amount
      by which the Outstanding Loan Balances of Eligible Loans included as
      part of the Collateral, the Obligors of which are residents of any one
      state, exceed 40% of the Aggregate Outstanding Loan Balance, (b) the
      aggregate amount by which the Outstanding Loan Balance of each Eligible
      Loan included as part of the Collateral exceeds the Large Loan Limit
      applicable to such Eligible Loan, (c) the aggregate amount by which the
      Outstanding Loan Balances of all Eligible Loans included as part of the
      Collateral which are PIK Loans exceed 25% of the Aggregate Outstanding
      Loan Balance, (d) the aggregate amount by which the Outstanding Loan
      Balances of all Eligible Loans that have original terms to maturity
      greater than 84 months (measured as of the date such Loans became
      Transferred Loans) exceed 15% of the Aggregate Outstanding Loan Balance,
      (e) the aggregate amount by which the Outstanding Loan Balances of
      Qualifying Syndicated Loans included as part of the Collateral, for
      which no Subsequent Delivery Trust Receipt (as defined in the Custody
      Agreement) has been received exceed 10% of the Aggregate Outstanding
      Loan Balance, (f) the aggregate Outstanding Loan Balances of all Loans
      which have a Risk Rating of CCC+/Caa1/3 or below exceed 10% of the
      Aggregate Outstanding Loan Balance, (g) the aggregate amount by which
      the Outstanding Loan Balances of all Eligible Loans included as part of
      the Collateral which are Revolver Loans exceed 25% of the Aggregate
      Outstanding Loan Balance, (h) the aggregate amount by which the
      Outstanding Loan Balances of all Eligible Loans included as part of the
      Collateral which are Revolver Loans having a term to maturity of more
      than one year (measured as of the date such Loans became Transferred
      Loans) exceed 10% of the Aggregate Outstanding Loan Balance, (i) the
      aggregate Outstanding Loan Balances of all Loans which are not priced by
      Standard & Poor’s Securities Evaluations, Inc. on a quarterly basis and
      have not been so priced by Standard & Poor’s Securities Evaluations,
      Inc. for a period in excess of 135 days from the date such Loans became
      Transferred Loans (other than those Loans which have a long term credit
      rating from S&P or Moody’s and have are quoted a price by a financial
      institution rated at least A-1/P-1 that makes a market in such Loan or
      from a pricing service otherwise acceptable to the Managing Agents,
      which shall be expressly excluded from this subsection (i)), (j) the
      aggregate amount by which the Outstanding Loan Balances of all Eligible
      Loans that are unsecured exceed 10% of the Aggregate Outstanding Loan
      Balance, (k) the aggregate amount by which the Outstanding Loan Balances
      of all Fixed Rate Loans exceed 35% of the Aggregate Outstanding Loan
      Balance, (l) the aggregate amount by which the Outstanding Loan Balances
      of all Fixed Rate Loans which are not subject to a Hedge Transaction
      exceed 10% of the Aggregate Outstanding Loan Balance, (m) the aggregate
      amount by which the Outstanding Loan Balances of all Eligible Loans that
      are Current Pay Loans exceed 10% of the Aggregate Outstanding Loan
      Balance, (n) the aggregate amount by which the Outstanding Loan Balances
      of all Eligible Loans included as part of the Collateral which are DIP
      Loans exceed 20% of the Aggregate Outstanding Loan Balance, (o) the
      aggregate amount by which the Outstanding Loan Balances of all Loans
      which are subordinated to any other indebtedness of the applicable
      Obligor exceed 50% of the Aggregate Outstanding Loan Balance, (p) the
      aggregate amount by which the Outstanding Loan Balances of all Eligible
      Loans included as part of the Collateral for which the applicable
      Eligible Obligor is domiciled in Canada exceed 5% of the Aggregate
      Outstanding Loan Balance and (q) the aggregate amount by which the
      Outstanding Loan Balances of all Eligible Loans included as part of the
      Collateral which are Mezzanine Loans exceed 15% of the Aggregate
      Outstanding Loan Balance.
    

    
      “Facility Amount” means at any time, $125,000,000; provided,
      however, that on or after the Termination Date, the Facility
      Amount shall be equal to the amount of Advances Outstanding.
    

    
      “Fair Market Value” means with respect to each Eligible
      Loan, (1) to the extent that such Eligible Loan does not have a long
      term credit rating from S&P or Moody’s, the least of (a) to the extent
      priced by Standard & Poor’s Securities Evaluations, Inc., the product of
      (x) the remaining principal amount of the Eligible Loan and (y) the
      pricing as determined by Standard & Poor’s Securities Evaluations, Inc.
      in its most recent quarterly pricing, (b) the remaining principal amount
      of such Eligible Loan and (c) if such Eligible Loan has been reduced in
      value below the remaining principal amount thereof (other than as a
      result of the allocation of a portion of the remaining principal amount
      to warrants), the value of such Eligible Loan as required by, and in
      accordance with, the 1940 Act, as amended, and any orders of the SEC
      issued to the Originator, to be determined by the Board of Directors of
      the Originator and reviewed by its auditors and (2) otherwise, the least
      of (a) (x) the remaining principal amount of such Eligible Loan times
      (y) the price quoted to the Borrower on such Eligible Loan from a
      financial institution rated at least A-1/P-1 that makes a market in such
      Eligible Loan or from a pricing service otherwise acceptable to the
      Managing Agents, (b) the remaining principal amount of such Eligible
      Loan and (c) if such Eligible Loan has been reduced in value below the
      remaining principal amount thereof (other than as a result of the
      allocation of a portion of the remaining principal amount to warrants),
      the value of such Eligible Loan as required by, and in accordance with,
      the 1940 Act, as amended, and any orders of the SEC issued to the
      Originator, to be determined by the Board of Directors of the Originator
      and reviewed by its auditors.
    

    

    

    
      
        

        

      

      
        
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      “FASB” is defined in Section 2.12(a).
    

    
      “Federal Funds Rate” means for any period, a fluctuating
      interest rate per annum for each day during such period equal to (a) the
      weighted average of the rates on overnight federal funds transactions
      with members of the Federal Reserve System arranged by federal funds
      brokers, as published for such day (or, if such day is not a Business
      Day, for the preceding Business Day) by the Federal Reserve Bank of New
      York; or (b) if such rate is not so published for any day which is a
      Business Day, the average of the quotations at approximately 10:30 a.m.
      (New York City time) for such day on such transactions received by DB
      from three federal funds brokers of recognized standing selected by it.
    

    
      “Federal Reserve Board” means the Board of Governors of the
      Federal Reserve System.
    

    
      “Fee Letter” means any letter agreement in respect of fees
      among the Borrower, the Originator, the Managing Agents, Deutsche Bank
      Securities Inc., as arranger and the Administrative Agent or any
      Managing Agent, as it may be amended or modified and in effect from time
      to time.
    

    
      “Fixed Rate Loans” is defined in Section 5.2.
    

    
      “Funding Date” means any day on which an Advance is made in
      accordance with and subject to the terms and conditions of this
      Agreement.
    

    
      “Funding Request” means a Borrower Notice requesting an
      Advance and including the items required by Section 2.2.
    

    
      “GAAP” means generally accepted accounting principles as in
      effect from time to time in the United States.
    

    
      “Governmental Authority” means with respect to any Person,
      any nation or government, any state or other political subdivision
      thereof, any central bank (or similar monetary or regulatory authority)
      thereof, any entity exercising executive, legislative, judicial,
      regulatory or administrative functions of or pertaining to government
      and any court or arbitrator having jurisdiction over such Person.
    

    

    

    
      
        

        

      

      
        
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      “Group Advance Limit” means for each Lender Group, the sum
      of the Commitments of the Committed Lenders in such Lender Group.
    

    
      “Guarantor Event of Default” means the occurrence of any
      “Event of Default” under and as defined in the Performance Guaranty.
    

    
      “Hedge Breakage Costs” means for any Hedge Transaction, any
      amount payable by the Borrower for the early termination of that Hedge
      Transaction or any portion thereof.
    

    
      “Hedge Collateral” is defined in Section 5.2(b).
    

    
      “Hedge Counterparty” means DB or any entity that (a) on the
      date of entering into any Hedge Transaction (i) is an interest rate swap
      dealer that is either a Lender or an Affiliate of a Lender, or has been
      approved in writing by the Administrative Agent (which approval shall
      not be unreasonably withheld), and (ii) has a short-term unsecured debt
      rating of not less than A-1 by S&P and not less than P-1 by Moody’s, and
      (b) in a Hedging Agreement (i) consents to the assignment of the
      Borrower’s rights under the Hedging Agreement to the Administrative
      Agent pursuant to Section 5.2(b) and (ii) agrees that in the
      event that S&P or Moody’s reduces its short-term unsecured debt rating
      below A-1 or P-1, respectively, it shall transfer its rights and
      obligations under each Hedging Transaction to another entity that meets
      the requirements of clause (a) and (b) hereof or make other arrangements
      acceptable to the Administrative Agent and the Rating Agencies.
    

    
      “Hedge Notional Amount” means the aggregate notional amount
      in effect on any day under all Hedge Transactions entered into pursuant
      to Section 5.2 which have not matured, been terminated or
      cancelled.
    

    
      “Hedge Transaction” means each interest rate cap
      transaction between the Borrower and a Hedge Counterparty that is
      entered into pursuant to Section 5.2 and is governed by a Hedging
      Agreement.
    

    
      “Hedging Agreement” means each agreement between the
      Borrower and a Hedge Counterparty that governs one or more Hedge
      Transactions entered into pursuant to Section 5.2, which
      agreement shall consist of a “Master Agreement” in a form published by
      the International Swaps and Derivatives Association, Inc., together with
      a “Schedule” thereto substantially in a form as the Administrative Agent
      shall approve in writing, and each “Confirmation” thereunder confirming
      the specific terms of each such Hedge Transaction.
    

    
      “Increased Costs” means any amounts required to be paid by
      the Borrower to an Affected Party pursuant to Section 2.12.
    

    
      “Indebtedness” means with respect to the Borrower or the
      initial Servicer at any date, (a) all indebtedness of such Person for
      borrowed money or for the deferred purchase price of property or
      services (other than current liabilities incurred in the ordinary course
      of business and payable in accordance with customary trade practices) or
      that is evidenced by a note, bond, debenture or similar instrument, (b)
      all obligations of such Person under capital leases, (c) all obligations
      of such Person in respect of acceptances issued or created for the
      account of such Person, (d) all liabilities secured by any Adverse
      Claims on any property owned by such Person even though such Person has
      not assumed or otherwise become liable for the payment thereof, and (e)
      all indebtedness, obligations or liabilities of that Person in respect
      of Derivatives, and (f) obligations under direct or indirect guaranties
      in respect of obligations (contingent or otherwise) to purchase or
      otherwise acquire, or to otherwise assure a creditor against loss in
      respect of, clauses (a) through (e) above.
    

    

    

    
      
        

        

      

      
        
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      “Indemnified Amounts” is defined in Section 9.1.
    

    
      “Indemnified Party” is defined in Section 9.1.
    

    
      “Industry” means the industry of an Obligor as determined
      by reference to the Moody’s Industry Classifications.
    

    
      “Ineligible Loan” is defined in the Purchase Agreement.
    

    
      “Insider” is defined in Section 101(31) of the Bankruptcy
      Code.
    

    
      “Insolvency Event” means with respect to a specified
      Person, (a) the filing of a decree or order for relief by a court having
      jurisdiction in the premises in respect of such Person or any
      substantial part of its property in an involuntary case under any
      applicable Insolvency Law now or hereafter in effect, or appointing a
      receiver, liquidator, assignee, custodian, trustee, sequestrator or
      similar official for such Person or for any substantial part of its
      property, or ordering the winding-up or liquidation of such Person’s
      affairs, and such decree or order shall remain unstayed and in effect
      for a period of sixty (60) consecutive days; or (b) the commencement by
      such Person of a voluntary case under any applicable Insolvency Law now
      or hereafter in effect, or the consent by such Person to the entry of an
      order for relief in an involuntary case under any such law, or the
      consent by such Person to the appointment of or taking possession by a
      receiver, liquidator, assignee, custodian, trustee, sequestrator or
      similar official for such Person or for any substantial part of its
      property, or the making by such Person of any general assignment for the
      benefit of creditors, or the failure by such Person generally to pay its
      debts as such debts become due, or the taking of action by such Person
      in furtherance of any of the foregoing.
    

    
      “Insolvency Laws” means the Bankruptcy Code and all other
      applicable liquidation, conservatorship, bankruptcy, moratorium,
      rearrangement, receivership, insolvency, reorganization, suspension of
      payments, or similar debtor relief laws from time to time in effect
      affecting the rights of creditors generally.
    

    
      “Insolvency Proceeding” means any case, action or
      proceeding before any court or Governmental Authority relating to an
      Insolvency Event.
    

    
      “Insurance Policy” means with respect to any Loan included
      in the Collateral, an insurance policy covering physical damage to or
      loss to any assets or Related Property of the Obligor securing such Loan.
    

    

    

    
      
        

        

      

      
        
          14
        

        
          


        

      

      
        

        

      

    

    

    

    
      “Insurance Proceeds” means any amounts payable or any
      payments made, to the Borrower or to the Servicer on its behalf under
      any Insurance Policy.
    

    
      “Interest” means for each Settlement Period and each
      Advance outstanding during such Settlement Period, the product of:
    

    

    

    
    	
           
        	
          IR x P x
        	
          
            AD
360
          

        


    

    
      where
    

    

    

    
    	
           
        	
          IR
        	
          =
        	
          the Interest Rate applicable to such Advance resetting as and when
          specified herein;
        
	

        	

        	

        	
           
        
	

        	
          P
        	
          =
        	
          the principal amount of such Advance on the first day of such
          Settlement Period, or if such Advance was first made during such
          Settlement Period, the principal amount of such Advance on the day
          such Advance is made; and
        
	

        	

        	

        	
           
        
	

        	
          AD
        	
          =
        	
          the actual number of days in such Settlement Period, or if such
          Advance was first made during such Settlement Period, the actual
          number of days beginning on the day such Advance was first made
          through the end of such Settlement Period;
        


    

    
      provided, however, that (i) no provision of this Agreement
      shall require or permit the collection of Interest in excess of the
      maximum permitted by Applicable Law and (ii) Interest shall not be
      considered paid by any distribution if at any time such distribution is
      rescinded or must otherwise be returned for any reason.
    

    
      “Interest Collections” means any and all amounts received
      in respect of any interest, fees or other similar charges on a
      Transferred Loan from or on behalf of any Obligors that are deposited
      into the Collection Account, or received by the Borrower or on behalf of
      the Borrower by the Servicer or Originator in respect of the Transferred
      Loans, in the form of cash, checks, wire transfers, electronic transfers
      or any other form of cash payment (net of any payment owed by the
      Borrower to, and including any receipts from, any Hedge Counterparties)
      and, solely for purposes of calculating the Portfolio Rate, any and all
      amounts accrued in respect of any fees and interest (but only to the
      extent such fees or interest were not received during the applicable
      Settlement Period) owed by any Obligor in respect of any Transferred
      Loan.
    

    
      “Interest Coverage Ratio” means with respect to any
      calendar quarter, the percentage equivalent of a fraction, calculated as
      of the last Determination Date in such calendar quarter, (a) the
      numerator of which is equal to the aggregate Interest Collections for
      such calendar quarter and (b) the denominator of which is equal to the
      sum of (x) the aggregate amount payable pursuant to Section 2.8(i),
      (iii), (iv) and (vi) hereunder and (y) an amount
      equal to the sum of the products, for each day during the related
      calendar quarter, of (i) the Advances Outstanding, (ii) the weighted
      average of the Servicing Fee Rates used to compute the Servicing Fee for
      such calendar quarter, and (iii) a fraction, the numerator of which is 1
      and the denominator of which is 360.
    

    

    

    
      
        

        

      

      
        
          15
        

        
          


        

      

      
        

        

      

    

    

    

    
      “Interest Rate” means for any Settlement Period:
    

    
      (a)       to the extent the Lender is a CP Lender that is funding the
      applicable Advance or portion thereof through the issuance of Commercial
      Paper Notes, a rate equal to the CP Rate for such Settlement Period on
      such portion; provided, however, that if a Liquidity Bank
      under a Liquidity Agreement to which such CP Lender is a party purchases
      or takes assignment of any portion of Advances owing to such CP Lender,
      then the portion of the Advance funded by such CP Lender with proceeds
      from a funding by a Liquidity Bank shall earn a rate equal to the
      Alternative Rate; or
    

    
      (b)       to the extent the relevant Lender is not funding the
      applicable Advance or portion thereof through the issuance of Commercial
      Paper Notes, a rate equal to the Alternative Rate on such portion; provided,
      however, that if the relevant Lender is a Non-Conduit Lender and
      at least one CP Lender shall be earning a CP Rate on its portion of
      Advances during such Settlement Period, then such Non-Conduit Lender
      shall earn a rate equal to the greater of (i) (A) if only one CP Lender
      is earning a CP Rate on its portion of Advances, such CP Rate and (B) if
      more than one CP Lender is earning a CP Rate on its portion of Advances,
      the average of the CP Rates earned by such CP Lenders on their
      respective Advances outstanding during such Settlement Period and (ii)
      the Alternative Rate on such portion.
    

    
      “Investment” means with respect to any Person, any direct
      or indirect loan, advance or investment by such Person in any other
      Person, whether by means of share purchase, capital contribution, loan
      or otherwise, excluding the acquisition of assets pursuant to the
      Purchase Agreement and excluding commission, travel and similar advances
      to officers, employees and directors made in the ordinary course of
      business.
    

    
      “Joinder Agreement” means a joinder agreement substantially
      in the form set forth in Exhibit D hereto pursuant to which a new
      Lender Group becomes party to this Agreement.
    

    
      “Key Man Event” means any two of (a) David Gladstone, (b)
      Terry Brubaker and (c) George Stelljes shall cease to be executive
      officers of Gladstone Management Corporation.
    

    
      “Large Loan Limit” means for any Eligible Loan, $18,000,000.
    

    
      “Lender Group” means any group consisting of (i) a CP
      Lender, its related Committed Lenders and their related Managing Agent,
      or (ii) a Committed Lender and its related Managing Agent.
    

    
      “Lenders” means collectively, the CP Lenders, the Committed
      Lenders and any other Person that agrees, pursuant to the pertinent
      Joinder Agreement or Assignment and Acceptance, as applicable, to fund
      Advances pursuant to this Agreement.
    

    
      “LIBO Rate” means for any Settlement Period and any
      Advance, an interest rate per annum equal to:
    

    
      (i)       the posted rate for thirty (30) day deposits in United States
      dollars appearing on Reuters Screen LIBOR01 Page as of 11:00 a.m.
      (London time) on the Business Day that is the second Business Day
      immediately preceding the applicable Funding Date (with respect to the
      initial Settlement Period for such Advance) and as of the second
      Business Day immediately preceding the first day of the applicable
      Settlement Period (with respect to all subsequent Settlement Periods for
      such Advance); or
    

    

    

    
      
        

        

      

      
        
          16
        

        
          


        

      

      
        

        

      

    

    

    

    
      (ii)      if no rate appears on Reuters Screen LIBOR01 at such time and
      day, then the LIBO Rate shall be determined by DB at its principal
      office in New York, New York as its rate (each such determination,
      absent manifest error, to be conclusive and binding on all parties
      hereto and their assignees) at which thirty (30) day deposits in United
      States dollars are being, have been, or would be offered or quoted by DB
      to major banks in the applicable interbank market for Eurodollar
      deposits at or about 11:00 a.m. (New York City time) on such day.
    

    
      “Lien” means with respect to any Collateral, (a) any
      mortgage, lien, pledge, charge, security interest or encumbrance of any
      kind in respect of such Collateral, or (b) the interest of a vendor or
      lessor under any conditional sale agreement, financing loan or other
      title retention agreement relating to such Collateral.
    

    
      “Liquidation Expenses” means with respect to any Defaulted
      Loan or Charged-Off Loan, the aggregate amount of out-of-pocket expenses
      reasonably incurred by the Borrower or on behalf of the Borrower by the
      Servicer (including amounts paid to any subservicer) in connection with
      the repossession, refurbishing and disposition of any related assets
      securing such Loan including the attempted collection of any amount
      owing pursuant to such Loan.
    

    
      “Liquidity Agreement” means a liquidity agreement entered
      into by a CP Lender with a group of financial institutions in connection
      with this Agreement.
    

    
      “Liquidity Bank” means each financial institution that is a
      party to a Liquidity Agreement.
    

    
      “Loan” means any senior or subordinate loan arising from
      the extension of credit to an Obligor by the Originator in the ordinary
      course of the Originator’s business.
    

    
      “Loan Documents” means with respect to any Loan, the
      related promissory note and any related loan agreement, security
      agreement, mortgage, assignment of Loans, all guarantees, and UCC
      financing statements and continuation statements (including amendments
      or modifications thereof) executed by the Obligor thereof or by another
      Person on the Obligor’s behalf in respect of such Loan and related
      promissory note, including, without limitation, general or limited
      guaranties and, for each Loan secured by real property an Assignment of
      Mortgage.
    

    
      “Loan File” means with respect to any Loan, each of the
      Loan Documents related thereto.
    

    
      “Loan List” means the Loan List provided by the Borrower to
      the Administrative Agent and the Collateral Custodian, as set forth in Schedule
      III hereto (which shall include the specific documents that should
      be included in each Loan File), as the same may be changed from time to
      time in accordance with the provisions hereof.
    

    

    

    
      
        

        

      

      
        
          17
        

        
          


        

      

      
        

        

      

    

    

    

    
      “Lock-Box” means a post office box to which Collections are
      remitted for retrieval by a Lock-Box Bank and deposited by such Lock-Box
      Bank into a Lock-Box Account.
    

    
      “Lock-Box Account” means an account, subject to a Deposit
      Account Control Agreement, maintained in the name of the Borrower for
      the purpose of receiving Collections at a Lock-Box Bank.
    

    
      “Lock-Box Bank” means any of the banks or other financial
      institutions holding one or more Lock-Box Accounts.
    

    
      “Managing Agent” means as to any Lender, the financial
      institution identified as such on the signature pages hereof or in the
      applicable Assignment and Acceptance or Joinder Agreement.
    

    
      “Mandatory Prepayment” is defined in Section 2.4(a).
    

    
      “Market Servicing Fee” is defined in Section 7.20.
    

    
      “Market Servicing Fee Differential” means on any date of
      determination, an amount equal to the positive difference between the
      Market Servicing Fee and Servicing Fee.
    

    
      “Material Adverse Change” means with respect to any Person,
      any material adverse change in the business, condition (financial or
      otherwise), operations, performance, properties or prospects of such
      Person.
    

    
      “Material Adverse Effect” means with respect to any event
      or circumstance, means a material adverse effect on (a) the business,
      condition (financial or otherwise), operations, performance, properties
      or prospects of the Servicer or the Borrower, (b) the validity,
      enforceability or collectibility of this Agreement or any other
      Transaction Document or any Liquidity Agreement or the validity,
      enforceability or collectibility of the Loans, (c) the rights and
      remedies of the Administrative Agent or any Secured Party under this
      Agreement or any Transaction Document or any Liquidity Agreement or (d)
      the ability of the Borrower or the Servicer to perform its obligations
      under this Agreement or any other Transaction Document, or (e) the
      status, existence, perfection, priority, or enforceability of the
      Administrative Agent’s or Secured Parties’ interest in the Collateral.
    

    
      “Maximum Lawful Rate” is defined in Section 2.6(d).
    

    
      “Mezzanine Loan” means any assignment of, or participation
      interest or other interest in, a Loan that is subordinate to a Second
      Lien Loan.
    

    
      “Monthly Report” is defined in Section 7.11(a).
    

    
      “Moody’s” means Moody’s Investors Service, Inc., and
      any successor thereto.
    

    
      “Moody’s Industry Classifications” means the
      classifications as set forth in Exhibit N.  The
      classification under which an Eligible Loan is categorized shall be
      determined on the date of origination in the reasonable discretion of
      the Borrower.
    

    

    

    
      
        

        

      

      
        
          18
        

        
          


        

      

      
        

        

      

    

    

    

    
      “Multiemployer Plan” means a “multiemployer plan” as
      defined in Section 4001(a)(3) of ERISA that is or was at any time during
      the current year or the immediately preceding five years contributed to
      by the Borrower or any ERISA Affiliate on behalf of its employees.
    

    
      “Non-Conduit Lender” means a Committed Lender that does not
      have a CP Lender in its Lender Group.
    

    
      “Non-Conduit Lender Interest Reset Date” means the first
      day of each calendar month, or, if the first day of such calendar month
      is not a Business Day, the immediately preceding Business Day.
    

    
      “Non-Syndicated Loan” means each Loan which is not a
      Qualifying Syndicated Loan.
    

    
      “Notes” is defined in Section 2.5(a).
    

    
      “Obligations” means all loans, advances, debts, liabilities
      and obligations, for monetary amounts owing by the Borrower to the
      Lenders, the Administrative Agent, the Managing Agents or any of their
      assigns, as the case may be, whether due or to become due, matured or
      unmatured, liquidated or unliquidated, contingent or non-contingent, and
      all covenants and duties regarding such amounts, of any kind or nature,
      present or future, arising under or in respect of any of this Agreement,
      any other Transaction Document or any Fee Letter  delivered in
      connection with the transactions contemplated by this Agreement, or any
      Hedging Agreement, as amended or supplemented from time to time, whether
      or not evidenced by any separate note, agreement or other
      instrument.  This term includes, without limitation, all principal,
      interest (including interest that accrues after the commencement against
      the Borrower of any action under the Bankruptcy Code), Breakage Costs,
      Hedge Breakage Costs, fees, including, without limitation, any and all
      arrangement fees, loan fees, facility fees, and any and all other fees,
      expenses, costs or other sums (including attorney costs) chargeable to
      the Borrower under any of the Transaction Documents or under any Hedging
      Agreement.
    

    
      “Obligor” means with respect to any Loan, the Person or
      Persons obligated to make payments pursuant to such Loan, including any
      guarantor thereof.  For purposes of calculating the Excess Concentration
      Amount, all Loans included in the Collateral or to become part of the
      Collateral the Obligor of which is an Affiliate of another Obligor shall
      be aggregated with all Loans of such other Obligor.
    

    
      “Officer’s Certificate” means a certificate signed by
      any officer of the Borrower or the Servicer, as the case may be, and
      delivered to the Administrative Agent.
    

    
      “Opinion of Counsel” means a written opinion of counsel,
      who may be counsel for the Borrower or the Servicer, as the case may be,
      and who shall be reasonably acceptable to the Administrative Agent.
    

    
      “Originator” means Gladstone Investment Corporation, a
      Delaware corporation.
    

    
      “Outstanding Loan Balance” means with respect to any Loan,
      the then outstanding principal balance thereof, provided, however,
      that with respect to Current Pay Loans, the “Outstanding Loan Balance”
      of such Loans shall be equal to 70% of the outstanding principal balance
      thereof.
    

    

    

    
      
        

        

      

      
        
          19
        

        
          


        

      

      
        

        

      

    

    

    

    
      “Participant” is defined in Section 11.1(g).
    

    
      “Payment Date” means the ninth (9th) day of each calendar
      month or, if such day is not a Business Day, the next succeeding
      Business Day; provided that for purposes of distributions
      required pursuant to Section 2.8(a)(vii) only, “Payment Date”
      shall mean any Business Day.
    

    
      “Pending Account”  is defined in Section
      2.15.
    

    
      “Performance Guarantor” is defined in the Performance
      Guaranty.
    

    
      “Performance Guaranty”  means the Performance Guaranty
      dated as of the date hereof, by the Originator in favor of the Borrower
      and the Administrative Agent, as amended, modified, supplemented or
      restated from time to time.
    

    
      “Permitted Investments” means any one or more of the
      following types of investments:
    

    
      (a)       marketable obligations of the United States, the full and
      timely payment of which are backed by the full faith and credit of the
      United States and that have a maturity of not more than 270 days from
      the date of acquisition;
    

    
      (b)       marketable obligations, the full and timely payment of which
      are directly and fully guaranteed by the full faith and credit of the
      United States and that have a maturity of not more than 270 days from
      the date of acquisition;
    

    
      (c)       bankers’ acceptances and certificates of deposit and other
      interest-bearing obligations (in each case having a maturity of not more
      than 270 days from the date of acquisition) denominated in dollars and
      issued by any bank with capital, surplus and undivided profits
      aggregating at least $100,000,000, the short-term obligations of which
      are rated A-1 by S&P and P-1 by Moody’s;
    

    
      (d)       repurchase obligations with a term of not more than ten (10)
      days for underlying securities of the types described in clauses (a),
      (b) and (c) above entered into with any bank of the type described in
      clause (c) above;
    

    
      (e)       commercial paper rated at least A-1 by S&P and P-1 by Moody’s;
      and
    

    
      (f)       demand deposits, time deposits or certificates of deposit
      (having original maturities of no more than 365 days) of depository
      institutions or trust companies incorporated under the laws of the
      United States or any state thereof (or domestic branches of any foreign
      bank) and subject to supervision and examination by federal or state
      banking or depository institution authorities; provided, however
      that at the time such investment, or the commitment to make such
      investment, is entered into, the short-term debt rating of such
      depository institution or trust company shall be at least A-1 by S&P and
      P-1 by Moody’s.
    

    

    

    
      
        

        

      

      
        
          20
        

        
          


        

      

      
        

        

      

    

    

    

    
      “Permitted Liens” means liens created pursuant to the
      Transaction Documents in favor of the Administrative Agent, as agent for
      the Secured Parties.
    

    
      “Person” means an individual, partnership, corporation
      (including a statutory trust), limited liability company, joint stock
      company, trust, unincorporated association, sole proprietorship, joint
      venture, government (or any agency or political subdivision thereof) or
      other entity.
    

    
      “PIK Loan” means a Loan to an Obligor, which provides for a
      portion of the interest that accrues thereon to be added to the
      principal amount of such Loan for some period of the time prior to such
      Loan requiring the cash payment of interest on a monthly or quarterly
      basis.
    

    
      “Portfolio Rate” means on any day, with respect to any
      Settlement Period, the annualized percentage equivalent of a fraction,
      the numerator of which is equal to all Interest Collections for such
      Settlement Period, and the denominator of which is equal to the Advances
      Outstanding on the last day of such Settlement Period.
    

    
      “Portfolio Yield” means on any day, the excess, if any, of
      (a) the Portfolio Rate on such day over (b) the Interest Rate plus the
      Program Fee Rate on such day.
    

    
      “Post-Termination Revolver Loan Fundings” means an advance
      by the Committed Lenders, made on or following the Revolver Loan Funding
      Date, which may  be used for the sole purpose of funding advances
      requested by Obligors under the Revolver Loans.
    

    
      “Prime Rate” means the rate publicly announced by DB from
      time to time as its prime rate in the United States, such rate to change
      as and when such designated rate changes.  The Prime Rate is not
      intended to be the lowest rate of interest charged by DB in connection
      with extensions of credit to debtors.
    

    
      “Principal Collections” means any and all amounts received
      in respect of any principal due and payable under any Transferred Loan
      from or on behalf of Obligors that are deposited into the Collection
      Account, or received by the Borrower or on behalf of the Borrower by the
      Servicer or Originator in respect of the Transferred Loans, in the form
      of cash, checks, wire transfers, electronic transfers or any other form
      of cash payment.
    

    
      “Proceeds” means with respect to any Collateral, whatever
      is receivable or received when such Collateral is sold, collected,
      liquidated, foreclosed, exchanged, or otherwise disposed of, whether
      such disposition is voluntary or involuntary, including all rights to
      payment with respect to any insurance relating to such Collateral.
    

    
      “Program Fee” means for each Settlement Period and each
      Advance Outstanding during such Settlement Period, the product of:
    

    
      PFR x P x AD/360
    

    

    

    
      where
    

    

    

    
      
        

        

      

      
        
          21
        

        
          


        

      

      
        

        

      

    

    

    

    
    	
           
        	
          PFR
        	
          =
        	
          the Program Fee Rate;
        
	

        	
          P
        	
          =
        	
          the principal amount of such Advance on the first day of such
          Settlement Period, or if such Advance was first made during such
          Settlement Period, the principal amount of such Advance on the day
          such Advance is made; and
        
	

        	
          AD
        	
          =
        	
          the actual days comprising such Settlement Period, or if such
          Advance was first made during such Settlement Period, the actual
          number of days beginning on the day such Advance was first made
          through the end of such Settlement Period.
        


    

    
      “Program Fee Rate” is defined in the Fee Letter.  
    

    
      “Pro-Rata Share” means with respect to any Committed Lender
      on any day, the percentage equivalent of a fraction the numerator of
      which is such Committed Lender’s Commitment and the denominator of which
      is the Group Advance Limit of the related CP Lender’s Lender Group.
    

    
      “Purchase Agreement” means the Purchase and Sale Agreement
      dated as of the date hereof, between the Originator and the Borrower, as
      amended, modified, supplemented or restated from time to time.
    

    
      “Purchase Date” is defined in the Purchase Agreement.
    

    
      “Purchased Loan Balance” means as of any date of
      determination and any Transferred Loan, the lesser of (i) the
      Outstanding Loan Balance of such Loan as of such date and (ii) the Fair
      Market Value of such Loan.
    

    
      “Purchasing Committed Lender” is defined in Section
      11.1(b).
    

    
      “Qualified Institution” is defined in Section
      7.4(e).
    

    
      “Qualifying Syndicated Loan” means any Loan designated by
      the Borrower as such in the Loan List.
    

    
      “Rating Agency” means any rating agency that has been
      requested to issue a rating with respect to the Commercial Paper Notes
      issued by a CP Lender.
    

    
      “Records” means with respect to any Transferred Loans, all
      documents, books, records and other information (including without
      limitation, computer programs, tapes, disks, punch cards, data
      processing software and related property and rights) maintained with
      respect to any item of Collateral and the related Obligors, other than
      the Loan Documents.
    

    
      “Recoveries” means with respect to any Defaulted Loan or
      Charged-Off Loan, Proceeds of the sale of any Related Property,
      Insurance Proceeds, and any other recoveries with respect to such Loan
      and Related Property, and amounts representing late fees and penalties,
      net of Liquidation Expenses and amounts, if any, received that are
      required to be refunded to the Obligor on such Loan.
    

    

    

    
      
        

        

      

      
        
          22
        

        
          


        

      

      
        

        

      

    

    

    

    
      “Reference Bank” means any bank that furnishes information
      for purposes of determining the Adjusted Eurodollar Rate.
    

    
      “Register” is defined in Section 11.1(e).
    

    
      “Regulatory Change” is defined in Section 2.12(a).
    

    
      “Related Obligation” means an obligation issued by
      Gladstone Management Corporation, any of its Affiliates that are
      investment funds or any other Person that is an investment fund, whose
      investments are primarily managed by Gladstone Management Corporation or
      any of its Affiliates.  
    

    
      “Related Property” means with respect to a Loan, any
      property or other assets of the Obligor thereunder pledged as collateral
      to the Originator to secure the repayment of such Loan.
    

    
      “Reporting Date” means the date that is two (2) Business
      Days prior to each Payment Date.
    

    
      “Repurchase Price” means for any Transferred Loan purchased
      pursuant to Section 7.7, an amount equal to the outstanding
      principal balance of such Loan as of the date of purchase, plus all
      accrued and unpaid interest on such Loan.
    

    
      “Required Committed Lenders” means at a particular time,
      Committed Lenders with Commitments in excess of 66 2/3 % of the Facility
      Amount.
    

    
      “Required Equity Investment” means the minimum amount of
      equity investment in the Borrower which shall be maintained by the
      Originator, in the form of Eligible Loans and/or cash having an
      outstanding principal balance at all times prior to the Termination Date
      of an amount equal to the greater of (i) $75,000,000 or (ii) the sum of
      the Outstanding Loan Balances of the five largest Eligible Loans
      included as part of the Collateral.
    

    
      “Required Ratings” means with respect to (i) any Committed
      Lender other than a Non-Conduit Lender, the short term ratings from S&P
      and Moody’s equal to or greater than the ratings required in order to
      maintain the rating of the commercial paper issued by the related CP
      Lender and (ii) with regard to a Non-Conduit Lender, the then-current
      ratings of such Non-Conduit Lender.
    

    
      “Required Reports” means collectively, the Monthly Report,
      the Servicer’s Certificate and the annual and quarterly financial
      statements of the Originator required to be delivered to the Borrower,
      the Managing Agents, the Administrative Agent and the Backup Servicer
      pursuant to Section 7.11 hereof.
    

    
      “Responsible Officer” means as to the Borrower, David
      Gladstone, Terry Brubaker, George Stelljes, Harry Brill, Michael Melka
      or Gary Gerson, and as to any other Person, any officer of such Person
      with direct responsibility for the administration of this Agreement and
      also, with respect to a particular matter, any other officer to whom
      such matter is referred because of such officer’s knowledge of and
      familiarity with the particular subject.  The Borrower may designate
      other Responsible Officers from time to time by notice to the
      Administrative Agent.
    

    

    

    
      
        

        

      

      
        
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      “Revolver Loan” means each Loan with respect to which the
      Borrower has a revolving credit commitment to advance amounts to the
      applicable Obligor during a specified term.
    

    
      “Revolver Loan Funding” is defined in Section 2.14.
    

    
      ‘Revolver Loan Funding Account” is defined in Section
      2.14.
    

    
      “Revolver Loan Funding Account Shortfall” means on any
      date, the amount, if any, by which the Revolver Loan Funding Amount at
      such time exceeds the aggregate amount on deposit in the Revolver Loan
      Funding Accounts.
    

    
      “Revolver Loan Funding Account Surplus” means on any date,
      the amount, if any, by which the amount on deposit in the Revolver Loan
      Funding Accounts exceeds the Revolver Loan Funding Amount at such time.
    

    
      “Revolver Loan Funding Amount” is defined in Section
      2.14.
    

    
      “Revolver Loan Funding Date” means the Termination Date, if
      Revolver Loans are outstanding on such date.
    

    
      “Revolver Loan Funding Fee” means, for any Settlement
      Period, a fee equal to 1.20% multiplied by the weighted average amount
      on deposit in the Revolver Loan Funding Accounts during such Settlement
      Period, calculated on the basis of a year of 360 days for the actual
      number of days elapsed.
    

    
      “Revolving Period” means the period commencing on the
      Effective Date and ending on the day immediately preceding the
      Termination Date.
    

    
      “Risk Rating” means, with respect to any Loan at any time,
      if such Loan is at such time (i) rated by both S&P and Moody’s, the
      lower of such ratings, (ii) rated by either S&P or Moody’s, such rating
      or (iii) not rated by either S&P or Moody’s, the rating determined by
      the Servicer’s risk rating model.
    

    
      “Rolling Three-Month Charged-Off Ratio” means for any day,
      beginning after the end of the third Settlement Period following the
      Closing Date, the rolling three period average Charged-Off Ratio for the
      three immediately preceding Settlement Periods.
    

    
      “Rolling Three-Month Default Ratio” means for any day,
      beginning after the end of the third Settlement Period following the
      Closing Date, the rolling three period average Default Ratio for the
      three immediately preceding Settlement Periods.
    

    
      “S&P” means Standard & Poor’s Ratings Services, a
      division of The McGraw-Hill Companies, Inc. and any successor thereto.
    

    

    

    
      
        

        

      

      
        
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      “Scheduled Payment” means on any Determination Date, with
      respect to any Loan, each monthly payment (whether principal, interest
      or principal and interest) scheduled to be made by the Obligor thereof
      after such Determination Date under the terms of such Loan.
    

    
      “Second Lien Loan” means a Loan that is secured by the
      pledge of collateral and which is only subordinate to a Senior Debt Loan.
    

    
      “Secured Party” means (i) Each Lender, (ii) each Managing
      Agent, (iii) each Liquidity Bank and (iv) each Hedge Counterparty that
      is either a Lender or an Affiliate of a Lender if that Affiliate
      executes a counterpart of this Agreement agreeing to be bound by the
      terms of this Agreement applicable to a Secured Party.
    

    
      “Securitization” means a disposition of Transferred Loans
      in one or a series of structured finance securitization transactions.
    

    
      “Senior Debt Loan” means a Loan which (a) has a risk rating
      equal to or greater than 5.5 (or the equivalent of a rating greater than
      B/B2 by S&P and Moody’s respectively), as determined by the Servicer’s
      risk rating model and (b) is not subordinated to any other indebtedness
      of the applicable Obligor.
    

    
      “Senior Syndicated Loan” means any Senior Debt Loan which
      is a Qualifying Syndicated Loan.
    

    
      “Servicer” means Gladstone Management Corporation, a
      Delaware corporation, and its permitted successors and assigns.
    

    
      “Servicer Advance” means an advance of Scheduled Payments
      made by the Servicer pursuant to Section 7.5.
    

    
      “Servicer Termination Event” is defined in Section
      7.18.
    

    
      “Servicer’s Certificate” is defined in Section
      7.11(b).
    

    
      “Servicing Duties” means those duties of the Servicer which
      are enumerated in Section 7.2.
    

    
      “Servicing Fee” means for each Payment Date, an amount
      equal to the sum of the products, for each day during the related
      Settlement Period, of (i) the Outstanding Loan Balance of each Loan as
      of the preceding Determination Date, (ii) the applicable Servicing Fee
      Rate, and (iii) a fraction, the numerator of which is 1 and the
      denominator of which is 360.
    

    
      “Servicing Fee Limit Amount” means for each Payment Date,
      an amount equal to 10% of the Servicing Fee for the related Settlement
      Period.
    

    
      “Servicing Fee Rate” means with respect all Loans, a rate
      equal to 2.0% per annum.
    

    
      “Servicing Records” means all documents, books, records and
      other information (including, without limitation, computer programs,
      tapes, disks, data processing software and related property rights)
      prepared and maintained by the Servicer with respect to the Transferred
      Loans and the related Obligors.
    

    

    

    
      
        

        

      

      
        
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      “Settlement Period” means each period from and including a
      Payment Date to but excluding the following Payment Date.
    

    
      “Solvent” means as to any Person at any time, having a
      state of affairs such that all of the following conditions are met:  (a)
      the fair value of the property owned by such Person is greater than the
      amount of such Person’s liabilities (including disputed, contingent and
      unliquidated liabilities) as such value is established and liabilities
      evaluated for purposes of Section 101(32) of the Bankruptcy Code; (b)
      the present fair salable value of the property owned by such Person in
      an orderly liquidation of such Person is not less than the amount that
      will be required to pay the probable liability of such Person on its
      debts as they become absolute and matured; (c) such Person is able to
      realize upon its property and pay its debts and other liabilities
      (including disputed, contingent and unliquidated liabilities) as they
      mature in the normal course of business; (d) such Person does not intend
      to, and does not believe that it will, incur debts or liabilities beyond
      such Person’s ability to pay as such debts and liabilities mature; and
      (e) such Person is not engaged in business or a transaction, and is not
      about to engage in a business or a transaction, for which such Person’s
      property would constitute unreasonably small capital.
    

    
      “Subordination Event” is defined in Section
      5.1(u).
    

    
      “Successor Servicer” is defined in Section 7.19(a).
    

    
      “Supplemental Interests” means with respect to any
      Transferred Loan, any warrants, equity or other equity interests or
      interests convertible into or exchangeable for any such interests
      received by the Originator from the Obligor in connection with such
      Transferred Loan.
    

    
      “Swap Breakage and Indemnity Amounts” means any early
      termination payments, taxes, indemnification payments and any other
      amounts owed to a Hedge Counterparty under a Hedging Agreement that do
      not constitute monthly payments.
    

    
      “Taxes” means any present or future taxes, levies, imposts,
      duties, charges, assessments or fees of any nature (including interest,
      penalties, and additions thereto) that are imposed by any Government
      Authority.
    

    
      “Termination Date” means the earliest to occur of (a) the
      date declared by the Administrative Agent or occurring automatically in
      respect of the occurrence of an Early Termination Event pursuant to Section
      8.1, (b) a date selected by the Borrower upon at least thirty (30)
      days’ prior written notice to the Administrative Agent and each Managing
      Agent and (c) the Commitment Termination Date.  The Advances Outstanding
      will be due and payable in full on the Termination Date.
    

    
      “Termination Notice” is defined in Section 7.18.
    

    
      “Transaction Documents” means this Agreement, the Purchase
      Agreement, all Hedging Agreements, the Custody Agreement, the Backup
      Servicing Agreement, the Performance Guaranty and any additional
      document, letter, fee letter, certificate, opinion, agreement or writing
      the execution of which is necessary or incidental to carrying out the
      terms of the foregoing documents.
    

    

    

    
      
        

        

      

      
        
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      “Transferred Loans” means each Loan, together with the
      related interests and property associated therewith, acquired by the
      Borrower under the Purchase Agreement and all Loans received by the
      Borrower in respect of the Required Equity Investment.  Any Transferred
      Loan that is (i) repurchased or reacquired by the Originator pursuant to
      the terms of Section 6.1 of the Purchase Agreement, (ii) purchased
      pursuant to the terms of Section 7.7 or (iii) otherwise released
      from the lien of this Agreement pursuant to Section 6.3 shall not
      be treated as a Transferred Loan for purposes of this Agreement (provided,
      that the purchase or repurchase of any Defaulted Loan or Charged-Off
      Loan shall not alter such Transferred Loan’s status as a Defaulted Loan
      or Charged-Off Loan for purposes of calculating ratios for periods
      occurring prior to the purchase or repurchase of such Transferred Loan).
    

    
      “Transition Costs” means the reasonable costs and expenses
      incurred by the Backup Servicer in transitioning to Servicer; provided,
      however, that the Administrative Agent’s consent shall be
      required if such Transition Costs exceed $50,000.00 in the aggregate.
    

    
      “UCC” means the Uniform Commercial Code as from time to
      time in effect in the specified jurisdiction or, if no jurisdiction is
      specified, the State of New York.
    

    
      “United States” means The United States of America.
    

    
      “Unmatured Termination Event” means an event that, with the
      giving of notice or lapse of time, or both, would become an Early
      Termination Event.
    

    
      “Unreimbursed Servicer Advances” means at any time, the
      amount of all previous Servicer Advances (or portions thereof) as to
      which the Servicer has not been reimbursed as of such time pursuant to Section
      2.8 and that the Servicer has determined in its sole discretion will
      not be recoverable from Collections with respect to the related
      Transferred Loan.
    

    
      “Unrestricted Eligible Loan” means on any date of
      determination, each Loan which satisfies each of the following
      requirements:
    

    
      (i)       the Loan is evidenced by a promissory note that has been duly
      authorized and that, together with the related Loan Documents, is in
      full force and effect and constitutes the legal, valid and binding
      obligation of the Obligor of such Loan to pay the stated amount of the
      Loan and interest thereon, and the related Loan Documents are
      enforceable against such Obligor in accordance with their respective
      terms;
    

    
      (ii)      the Loan was originated in accordance with the terms of the
      Credit and Collection Policy and arose in the ordinary course of the
      Originator’s business from the lending of money to the Obligor thereof;
    

    
      (iii)     the Loan is not a Defaulted Loan;
    

    
      (iv)      the Obligor of such Loan has executed all appropriate
      documentation required by the Originator;
    

    

    

    
      
        

        

      

      
        
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      (v)       the Loan, together with the Loan Documents related thereto, is
      a “general intangible”, an “instrument”, an “account”, or “chattel
      paper” within the meaning of the UCC of all jurisdictions that govern
      the perfection of the security interest granted therein;
    

    
      (vi)      all material consents, licenses, approvals or authorizations
      of, or registrations or declarations with, any Governmental Authority
      required to be obtained, effected or given in connection with the making
      of such Loan have been duly obtained, effected or given and are in full
      force and effect;
    

    
      (vii)     the Loan is denominated and payable only in United States
      dollars in the United States;
    

    
      (viii)    the Loan bears interest, which is due and payable no less
      frequently than quarterly, except for (i) Loans which bear interest
      which is due and payable no less frequently than semi-annually, provided
      that the aggregate Outstanding Loan Balances of such Loans do not exceed
      10% of the Aggregate Outstanding Loan Balance and (ii) PIK Loans;
    

    
      (ix)      the Loan, together with the Loan Documents related thereto,
      does not contravene in any material respect any Applicable Laws
      (including, without limitation, laws, rules and regulations relating to
      usury, truth in lending, fair credit billing, fair credit reporting,
      equal credit opportunity, fair debt collection practices and privacy)
      and with respect to which no party to the Loan Documents related thereto
      is in material violation of any such Applicable Laws;
    

    
      (x)       the Loan, together with the related Loan Documents, is fully
      assignable, (and if such Loan is secured by an interest in real
      property, an Assignment of Mortgage executed in blank has been delivered
      to the Collateral Custodian);
    

    
      (xi)      the Loan was documented and closed in accordance with the
      Credit and Collection Policy, including the relevant opinions and
      assignments, and there is only one current original promissory note;
    

    
      (xii)     the Loan and all Related Property are free of any Liens except
      for Permitted Liens;
    

    
      (xiii)    the Loan has an original term to maturity of no more than 120
      months;
    

    
      (xiv)     no right of rescission, set off, counterclaim, defense or
      other material dispute has been asserted with respect to such Loan;
    

    
      (xv)      any Related Property with respect to such Loan is insured in
      accordance with the Credit and Collection Policy;
    

    
      (xvi)     the Obligor with respect to such Loan is an Eligible Obligor;
    

    
      (xvii)    if such Loan is a PIK Loan, such Loan shall pay a minimum of
      5.0% per annum current interest, on at least a quarterly basis;
    

    

    

    
      
        

        

      

      
        
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      (xviii)   the Loan is not a loan or extension of credit made by the
      Originator or one of its subsidiaries to an Obligor for the purpose of
      making any principal, interest or other payment on such Loan necessary
      in order to keep such Loan from becoming delinquent;
    

    
      (xix)     the Loan has not been amended to (A) reduce the amount (other
      than by reason of the repayment thereof) or extend the time for payment
      of principal or (B) reduce the rate or extend the time of payment of
      interest (or any component thereof), in each case without the consent of
      the Required Committed Lenders;
    

    
      (xx)      if such Loan is a Qualifying Syndicated Loan, (a) the Borrower
      has purchased an interest in such Loan from a financial institution
      which (A) has a short-term debt rating equal to at least A-1 from S&P
      and P-1 from Moody’s or (B) has been approved in writing by the Required
      Committed Lenders prior to the related Funding Date and (b) such Loan
      closed not more than thirty (30) days previously;
    

    
      (xxi)     if such Loan is a Revolver Loan, it shall be secured by a
      first priority, perfected security interest on certain assets of the
      Obligor which shall include, without limitation, accounts receivable and
      inventory;
    

    
      (xxii)    if such Loan is a Revolver Loan, the revolving credit
      commitment of the Borrower to the applicable Obligor thereunder (A) is
      between $500,000 and $5,000,000 and (B) shall have a term to maturity of
      five years or less;
    

    
      (xxiii)   the Loan will not cause the Borrower to be deemed to own 5.0%
      or more of the voting securities of any publicly registered issuer or
      any securities that are immediately convertible into or immediately
      exercisable or exchangeable for 5.0% or more of the voting securities of
      any publicly registered issuer, as determined by the Servicer;
    

    
      (xxiv)    the Loan is not an equity security;
    

    
      (xxv)     the Loan is not a Related Obligation;
    

    
      (xxvi)    the repayment of such Loan is not subject to non-credit
      related risks;
    

    
      (xxvii)   such Loan does not contain a confidentiality provision that
      restricts the ability of the Administrative Agent to exercise its rights
      under the Transaction Documents, including, without limitation, its
      rights to review the Loan and related Loan File;
    

    
      (xxviii)   the proceeds of such Loan are not used to finance
      construction projects or activities;
    

    
      (xxix)    the financing of such Loan by the Lenders does not contravene
      in any material respect Regulation U of the Federal Reserve Board, nor
      require the Lenders to undertake reporting thereunder which it would not
      otherwise have cause to make;
    

    

    

    
      
        

        

      

      
        
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      (xxx)     the Loan will not cause the Borrower, the Servicer or the
      Originator to be deemed an Insider or an Affiliate of the related
      Obligor; and
    

    
      (xxxi)    the Loan is not any type of bond, whether high yield or
      otherwise, or any similar financial instrument.  
    

    
      “Williams Mullen Opinion” means the “non-consolidation”
      opinion letter of Williams Mullen delivered on the Closing Date, as such
      opinion letter may be modified, supplemented or replaced in any
      subsequent opinion letter covering such subject matter delivered to the
      Administrative Agent.
    

    
      Section 1.2  Other Terms.
    

    
      All accounting terms not specifically defined herein shall be construed
      in accordance with GAAP.  All terms used in Article 9 of the UCC in the
      State of New York, and not specifically defined herein, are used herein
      as defined in such Article 9.
    

    
      Section 1.3  Computation of Time Periods.
    

    
      Unless otherwise stated in this Agreement, in the computation of a
      period of time from a specified date to a later specified date, the word
      “from” means “from and including” and the words “to” and “until” each
      mean “to but excluding.”
    

    
      Section 1.4  Interpretation.
    

    
      In each Transaction Document, unless a contrary intention appears:
    

    
                 (i)  the singular number includes the plural number and vice
      versa;
    

    
                (ii)  reference to any Person includes such Person’s
      successors and assigns but, if applicable, only if such successors and
      assigns are permitted by the Transaction Document;
    

    
               (iii)  reference to any gender includes each other gender;
    

    
                (iv)  reference to any agreement (including any Transaction
      Document), document or instrument means such agreement, document or
      instrument as amended, supplemented or modified and in effect from time
      to time in accordance with the terms thereof and, if applicable, the
      terms of the other Transaction Documents and reference to any promissory
      note includes any promissory note that is an extension or renewal
      thereof or a substitute or replacement therefor; and
    

    
                 (v)  reference to any Applicable Law means such Applicable
      Law as amended, modified, codified, replaced or reenacted, in whole or
      in part, and in effect from time to time, including rules and
      regulations promulgated thereunder and reference to any section or other
      provision of any Applicable Law means that provision of such Applicable
      Law from time to time in effect and constituting the substantive
      amendment, modification, codification, replacement or reenactment of
      such section or other provision.
    

    

    

    
      
        

        

      

      
        
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      ARTICLE II  

ADVANCES
    

    
      Section 2.1  Advances.
    

    
                On the terms and conditions hereinafter set forth, the
      Borrower may, by delivery of a Funding Request to the 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) 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 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 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 or (ii) a
      Lender Group shall not have a CP Lender member, the applicable portion
      of the Advance will be made by the Committed Lenders in such Lender
      Group in accordance with their Pro-Rata Shares.  Notwithstanding
      anything contained in this Section 2.1 or elsewhere in this
      Agreement to the contrary, no Committed Lender shall be obligated to
      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 Borrower shall not relieve any other
      Committed Lender of its obligation hereunder.  Each Advance to be made
      hereunder shall be made ratably among the Lender Groups in accordance
      with their Group Advance Limits.
    

    
      Section 2.2  Procedures for Advances.
    

    
             (a)  In the case of the making of any Advance, the repayment of
      any Advance, or any termination, increase or reduction of the Facility
      Amount and prepayments of Advances, the Borrower shall give the
      Administrative Agent a Borrower Notice.  Each Borrower Notice shall
      specify the amount (subject to Section 2.1 hereof) of Advances to
      be borrowed or repaid and the Funding Date or repayment date (which, in
      all cases, shall be a Business Day).
    

    
             (b)  Subject to the conditions described in Section
      2.1, the Borrower may request an Advance from the Lenders by
      delivering to the Administrative Agent at certain times the information
      and documents set forth in this Section 2.2.
    

    

    

    
      
        

        

      

      
        
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             (c)  No later than 10:00 a.m. (New York City time) five (5)
      Business Days prior to the proposed Funding Date (or such shorter period
      of time or later date as may be agreed to by the Required Committed
      Lenders), the Borrower shall notify (i) the Collateral Custodian by
      delivery to the Collateral Custodian of written notice of such proposed
      Funding Date, and (ii) the Administrative Agent by delivery to the
      Administrative Agent of a credit report and transaction summary for each
      Loan that is the subject of the proposed Advance setting forth the
      credit underwriting by the Originator of such Loan, including without
      limitation a description of the Obligor and the proposed loan
      transaction in the form of Exhibit M hereto; provided that
      the requirements of this Section 2.2(c) shall apply only with
      respect to the first Advance to be made with respect to a Revolver
      Loan.  By 5:00 p.m. (New York City time) on the next Business Day, the
      Administrative Agent shall use its best efforts to confirm to the
      Borrower the receipt of such items and whether it has reviewed such
      items and found them to be complete and in proper form.  If the
      Administrative Agent makes a determination that the items are incomplete
      or not in proper form, it will communicate such determination to the
      Borrower.  Failure by the Administrative Agent to respond to the
      Borrower by 5:00 p.m. (New York City time) on the day the related
      Funding Request is delivered by the Borrower shall constitute an implied
      determination that the items are incomplete or not in proper form.  The
      Borrower will take such steps requested by the Administrative Agent to
      correct the problem(s).  In the event of a delay in the actual Funding
      Date due to the need to correct any such problems, the Funding Date
      shall be no earlier than two (2) Business Days after the day on which
      the Administrative Agent confirms to the Borrower that the problems have
      been corrected.  
    

    
             (d)  No later than 11:00 a.m. (New York City time) one (1)
      Business Day prior to the proposed Funding Date (or such shorter period
      of time or later date as may be agreed to by the Required Committed
      Lenders), the Administrative Agent, each Managing Agent and the
      Collateral Custodian, as applicable, shall receive or shall have
      previously received the following:
    

    
                 (i)  a Funding Request in the form of Exhibit
      A;
    

    
                (ii)  a wire disbursement and authorization form shall be
      delivered to the Administrative Agent; and
    

    
               (iii)  a certification substantially in the form of Exhibit
      H concerning the Collateral Custodian’s receipt of certain
      documentation relating to the Eligible Loan(s) related to such Advance
      shall be delivered to the Administrative Agent.
    

    
             (e)  Each Funding Request shall specify the aggregate amount of
      the requested Advance, which shall be in an amount equal to at least
      $500,000.  Each Funding Request shall be accompanied by (i) a Borrower
      Notice, depicting the outstanding amount of Advances under this
      Agreement and representing that all conditions precedent for a funding
      have been met, including a representation by the Borrower that the
      requested Advance shall not, on the Funding Date thereof, exceed the
      Availability on such day, (ii) a calculation of the Borrowing Base as of
      the applicable Funding Date (which calculation may, for avoidance of
      doubt, take into account (i) Loans which will become Transferred Loans
      on or prior to such Funding Date and (ii) any portion of such Advance
      which is to be deposited in the Pending Account at funding), (iii) an
      updated Loan List including each Loan that is subject to the requested
      Advance, (iv) the proposed Funding Date, and (v) wire transfer
      instructions for the Advance.  A Funding Request shall be irrevocable
      when delivered; provided however, that if the Borrowing
      Base calculation delivered pursuant to clause (ii) above includes a Loan
      which does not become a Transferred Loan on or before the applicable
      Funding Date as anticipated, and the Borrower cannot otherwise make the
      representations required pursuant to clause (i) above, the Borrower
      shall revise the Funding Request accordingly, and shall pay any loss,
      cost or expense incurred by any Lender in connection with the broken
      funding evidenced by such revised Funding Request.
    

    

    

    
      
        

        

      

      
        
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             (f)  On the Funding Date following the satisfaction of the
      applicable conditions set forth in this Section 2.2 and Article
      III, each CP Lender may, or the Committed Lenders, as applicable,
      shall, make available to the Administrative Agent at its address listed
      beneath its signature on its signature page to this Agreement (or on the
      signature page to the Joinder Agreement pursuant to which it became a
      party hereto), for deposit to the account of the Borrower or its
      designee in same day funds, at the account specified in the Funding
      Request, an amount equal to such Lender’s ratable share of the Advance
      then being made.  Each wire transfer of an Advance to the Borrower shall
      be initiated by the applicable Lender no later than 3:00 p.m. (New York
      city time) on the applicable Funding Date.
    

    
      Section 2.3  Optional Changes in Facility Amount;
      Prepayments.
    

    
             (a)  The Borrower shall be entitled at its option, at any time
      prior to the occurrence of an Early Termination Event, to reduce the
      Facility Amount in whole or in part; provided that the Borrower
      shall give prior written notice of such reduction to the Administrative
      Agent and each Managing Agent as provided in paragraph (b) of this Section
      2.3 and that any partial reduction of the Facility Amount shall be
      in an amount equal to $3,000,000 with integral multiples of $500,000
      above such amount.  Unless otherwise agreed by the Committed Lenders,
      the Commitment of each Committed Lender shall be reduced ratably in
      proportion to such reduction in the Facility Amount.  Any request for a
      reduction or termination pursuant to this Section 2.3 shall be
      irrevocable.
    

    
             (b)  From time to time during the Revolving Period the Borrower
      may prepay any portion or all of the Advances Outstanding, other than
      with respect to Mandatory Prepayments, by delivering to the
      Administrative Agent and each Managing Agent a Borrower Notice at least
      two (2) Business Day prior to the date of such repayment; provided,
      that no such reduction shall be given effect unless the Borrower has
      complied with the terms of any Hedging Agreement requiring that one or
      more Hedge Transactions be terminated in whole or in part as the result
      of any such prepayment of the Advances Outstanding, and the Borrower has
      paid all Hedge Breakage Costs owing to the relevant Hedge Counterparty
      for any such termination.  If any Borrower Notice relating to any
      prepayment is given, the amount specified in such Borrower Notice shall
      be due and payable on the date specified therein, together with accrued
      Interest to the payment date on the amount prepaid and any Breakage
      Costs (including Hedge Breakage Costs) related thereto.  Any partial
      prepayment by the Borrower of Advances hereunder, other than with
      respect to Mandatory Prepayments, shall be in a minimum amount of
      $500,000 with integral multiples of $100,000 above such amount.  Any
      amount so prepaid may, subject to the terms and conditions hereof, be
      reborrowed during the Revolving Period.  A Borrower Notice relating to
      any such prepayment shall be irrevocable when delivered.
    

    

    

    
      
        

        

      

      
        
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      Section 2.4  Principal Repayments.
    

    
             (a)  The Advances Outstanding shall be due and payable in full on
      the Termination Date.  In addition, Advances Outstanding shall be repaid
      as and when necessary to cause the Borrowing Base Test to be met, in
      accordance with Section 2.8 (each such payment, a “Mandatory
      Prepayment”), and any amount so repaid may, subject to the terms and
      conditions hereof, be reborrowed hereunder during the Revolving Period.
    

    
             (b)  All repayments of any Advance or any portion thereof shall
      be made together with payment of (i) all Interest accrued and unpaid on
      the amount repaid to (but excluding) the date of such repayment, (ii)
      any and all Breakage Costs, and (iii) all Hedge Breakage Costs and any
      other amounts payable by the Borrower under or with respect to any
      Hedging Agreement.
    

    
      Section 2.5  The Notes.
    

    
             (a)  The Advances made by the Lenders hereunder shall be
      evidenced by a duly executed promissory note of the Borrower payable to
      each Managing Agent, on behalf of the applicable Lenders in the related
      Lender Group, in substantially the form of Exhibit B hereto
      (collectively, the “Notes”).  The Notes shall be dated the
      Effective Date or if later, the date on which a Lender becomes a party
      to this Agreement, and shall be in a maximum principal amount equal to
      the applicable Lender Group’s Group Advance Limit, and shall otherwise
      be duly completed.
    

    
             (b)  Each Managing Agent is hereby authorized to enter on a
      schedule attached to its Notes the following notations (which may be
      computer generated) with respect to each Advance made by each Lender in
      the applicable Lender Group:  (i) the date and principal amount thereof
      and (ii) each payment and repayment of principal thereof, and any such
      recordation shall constitute prima facie evidence of the accuracy
      of the information so recorded.  The failure of a Managing Agent to make
      any such notation on the schedule attached to the applicable Note shall
      not limit or otherwise affect the obligation of the Borrower to repay
      the Advances in accordance with their respective terms as set forth
      herein.
    

    
      Section 2.6  Interest Payments.
    

    
             (a)  Interest shall accrue on each Advance during each Settlement
      Period at the applicable Interest Rate.  The Borrower shall pay Interest
      on the unpaid principal amount of each Advance for the period commencing
      on and including the Funding Date of such Advance until but excluding
      the date that such Advance shall be paid in full.  Interest shall accrue
      during each Settlement Period and be payable on the Advances Outstanding
      on each Payment Date, unless earlier paid pursuant to (i) a prepayment
      in accordance with Section 2.3(b) or (ii) a repayment in
      accordance with Section 2.4(b).
    

    
             (b)  Each Managing Agent other than a Non-Conduit Lender shall
      determine (in accordance with information provided by the relevant CP
      Lender and/or Committed Lender in the related Lender Group, as
      applicable) its estimate of the Interest (including unpaid Interest, if
      any due and payable on a prior Payment Date) to be paid to the Lenders
      in the applicable Lender Group on each Payment Date for the related
      Settlement Period and shall advise the Administrative Agent and the
      Servicer, on behalf of the Borrower, thereof three (3) Business Days
      prior to each Payment Date. Upon receipt of such information, the
      Servicer shall promptly notify each Non-Conduit Lender whether any CP
      Lender shall be earning a CP Rate in respect of its portion of Advances
      and (i) if a CP Lender is earning a CP Rate in respect of its portion of
      Advances, what the CP Rate imputed to the portions of Advances made by
      the Committed Lender member of the Lender Group for which a Non-Conduit
      Lender acts as Managing Agent shall be (calculated in accordance with
      clause (b) of the definition of Interest Rate) and (ii) if no CP Lender
      is earning a CP Rate in respect of its portion of Advances, what the
      Alternative Rate is for such Settlement Period. In the event that any
      Managing Agent’s, CP Lender’s or Committed Lender’s, as applicable,
      estimate of the Interest payable for a related Settlement Period is
      different from the actual amount of Interest for such Settlement Period,
      the Managing Agent shall increase or decrease its estimate of Interest
      for the next succeeding Settlement Period by the amount of such
      difference, plus Interest thereon, if applicable.  Failure to set aside
      any amount so accrued shall not relieve the Borrower or the Servicer on
      behalf of the Borrower of its obligation to remit or cause the Servicer
      to remit Collections to the Administrative Agent with respect to such
      accrued amount as and to the extent provided in Section 2.8.
    

    

    

    
      
        

        

      

      
        
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             (c)  If any Managing Agent, on behalf of the applicable Lenders,
      shall notify the Administrative Agent that a Eurodollar Disruption Event
      as described in clause (a) of the definition of “Eurodollar Disruption
      Event” has occurred, the Administrative Agent shall in turn so notify
      the Borrower, whereupon all Advances in respect of which Interest
      accrues at the LIBO Rate shall immediately be converted into Advances in
      respect of which Interest accrues at the Base Rate.
    

    
             (d)  Anything in this Agreement or the other Transaction
      Documents to the contrary notwithstanding, if at any time the rate of
      interest payable by any Person under this Agreement and the Transaction
      Documents exceeds the highest rate of interest permissible under
      Applicable Law (the “Maximum Lawful Rate”), then, so long
      as the Maximum Lawful Rate would be exceeded, the rate of interest under
      this Agreement and the Transaction Documents shall be equal to the
      Maximum Lawful Rate.  If at any time thereafter the rate of interest
      payable under this Agreement and the Transaction Documents is less than
      the Maximum Lawful Rate, such Person shall continue to pay interest
      under this Agreement and the Transaction Documents at the Maximum Lawful
      Rate until such time as the total interest received from such Person is
      equal to the total interest that would have been received had Applicable
      Law not limited the interest rate payable under this Agreement and the
      Transaction Documents.  In no event shall the total interest received by
      a Lender under this Agreement and the Transaction Documents exceed the
      amount that such Lender could lawfully have received, had the interest
      due under this Agreement and the Transaction Documents been calculated
      since the Effective Date at the Maximum Lawful Rate.
    

    
      Section 2.7  Fees.
    

    
             (a)  The Borrower shall pay to the Administrative Agent from the
      Collection Account on each Payment Date, monthly in arrears in
      accordance with Section 2.8, the Program Fee, Commitment Fee and,
      from and after the Revolver Loan Funding Date, the Revolver Loan Funding
      Fee.
    

    

    

    
      
        

        

      

      
        
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             (b)  The Borrower shall pay to the Servicer from the Collection
      Account on each Payment Date, monthly in arrears in accordance with Section
      2.8, the Servicing Fee.
    

    
             (c)  The Backup Servicer shall be entitled to receive from the
      Collection Account on each Payment Date, monthly in arrears in
      accordance with Section 2.8, the Backup Servicing Fee.
    

    
             (d)  The Collateral Custodian shall be entitled to receive from
      the Collection Account on each Payment Date, monthly in arrears in
      accordance with Section 2.8, the Collateral Custodian Fee.
    

    
      Section 2.8  Settlement Procedures.
    

    
      On each Payment Date, the Servicer on behalf of the Borrower shall pay
      for receipt by the applicable Lender no later than 11:00 a.m. (New York
      City time) to the following Persons, from (i) the Collection Account, to
      the extent of available funds, (ii) Servicer Advances, and (iii) amounts
      received in respect of any Hedge Agreement during such Settlement Period
      (the sum of such amounts described in clauses (i), (ii) and (iii), minus
      any amounts required to be deposited to the Revolver Loan Funding
      Accounts in accordance with Section 2.14 below being the “Available
      Collections”) the following amounts in the following order of
      priority:
    

    
         (a)  During the Revolving Period, and in each case unless otherwise
      specified below, applying Interest Collections first, and then Principal
      Collections:
    

    
         (i)  FIRST, to each Hedge
      Counterparty, any amounts owing that Hedge Counterparty under its
      respective Hedging Agreement in respect of any Hedge Transaction(s), for
      the payment thereof, but excluding, to the extent the Hedge Counterparty
      is not the same Person as the Administrative Agent, any Swap Breakage
      and Indemnity Amounts;
    

    
        (ii)  SECOND, to the Servicer, in an amount
      equal to any Unreimbursed Servicer Advances, for the payment thereof;
    

    
       (iii)  THIRD, to the extent not paid by the
      Servicer, to the Backup Servicer and any Successor Servicer, as
      applicable, in amount equal to any accrued and unpaid Backup Servicing
      Fee and, if any, accrued and unpaid Transition Costs, Backup Servicer
      Expenses and Market Servicing Fee Differential, each for the payment
      thereof;
    

    
        (iv)  FOURTH, to the extent not paid by the
      Servicer, to the Collateral Custodian in an amount equal to any accrued
      and unpaid Collateral Custodian Fee and Collateral Custodian Expenses,
      if any, for the payment thereof;
    

    
         (v)  FIFTH, to the Servicer, in an
      amount equal to (A) if the Servicer is Gladstone Management Corporation
      or any of its Affiliates, its accrued and unpaid Servicing Fees to the
      end of the preceding Settlement Period, up to the Servicing Fee Limit
      Amount for such Settlement Period, for the payment thereof and (B)
      otherwise, its accrued and unpaid Servicing Fees to the end of the
      preceding Settlement Period for the payment thereof;
    

    

    

    
      
        

        

      

      
        
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        (vi)  SIXTH, to the Administrative Agent
      for payment to each Managing Agent, on behalf of the related Lenders, in
      an amount equal to any accrued and unpaid Interest, Program Fee and
      Commitment Fee for such Payment Date;
    

    
       (vii)  SEVENTH, first, to the extent of available
      Principal Collections, and second, to the extent of available Interest
      Collections, to the Administrative Agent for payment to each Managing
      Agent, on behalf of the related Lenders, an amount equal to the excess,
      if any, of Advances Outstanding over the lesser of (i) the Borrowing
      Base or (ii) the Facility Amount, together with the amount of Breakage
      Costs incurred by the applicable Lenders in connection with any such
      payment (as such Breakage Costs are notified to the Borrower by the
      applicable Lender(s)), pro rata;
    

    
      (viii)  EIGHTH, to each Hedge Counterparty, any Swap
      Breakage and Indemnity Amounts owing that Hedge Counterparty;
    

    
        (ix)  NINTH, to the Administrative Agent
      for payment to each Managing Agent, on behalf of the related Lenders, in
      the amount of unpaid Breakage Costs (other than Breakage Costs covered
      in clause (vii) above) with respect to any prepayments made on such
      Payment Date, Increased Costs and/or Taxes (if any);
    

    
         (x)  TENTH, to the Administrative
      Agent, all other amounts or Obligations then due under this Agreement to
      the Administrative Agent, the Lenders, the Affected Parties or
      Indemnified Parties, each for the payment thereof;
    

    
        (xi)  ELEVENTH, all remaining Interest Collections shall be
      distributed to the Borrower;
    

    
      (xii)  TWELFTH, to the Servicer, in an amount equal to its accrued
      and unpaid Servicing Fees to the end of the preceding Settlement Period
      not otherwise paid pursuant to priority FIFTH above; and
    

    
      (xiii)  THIRTEENTH, all remaining amounts to the
      Borrower.
    

    
      (b)            Following the Termination Date, to the extent the
      Collection Date has not occurred, Interest Collections and Principal
      Collections shall be applied as follows:
    

    
                          To the extent of available Interest Collections:
    

    
         (i)  FIRST, to each Hedge
      Counterparty, any amounts owing that Hedge Counterparty under its
      respective Hedging Agreement in respect of any Hedge Transaction(s), for
      the payment thereof, but excluding, to the extent the Hedge Counterparty
      is not the same Person as the Administrative Agent, any Swap Breakage
      and Indemnity Amounts;
    

    
        (ii)  SECOND, to the Servicer, in an amount
      equal to any Unreimbursed Servicer Advances, for the payment thereof;
    

    
       (iii)  THIRD, to the extent not paid by the
      Servicer, to the Backup Servicer and any Successor Servicer, as
      applicable, in amount equal to any accrued and unpaid Backup Servicing
      Fee and, if any, accrued and unpaid Transition Costs, Backup Servicer
      Expenses and Market Servicing Fee Differential, each for the payment
      thereof;
    

    

    

    
      
        

        

      

      
        
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        (iv)  FOURTH, to the extent not paid by the
      Servicer, to the Collateral Custodian in an amount equal to any accrued
      and unpaid Collateral Custodian Fee and Collateral Custodian Expenses,
      if any, for the payment thereof;
    

    
         (v)  FIFTH, to the Servicer, in an
      amount equal to (A) if the Servicer is Gladstone Management Corporation
      or any of its Affiliates, its accrued and unpaid Servicing Fees to the
      end of the preceding Settlement Period, up to the Servicing Fee Limit
      Amount for such Settlement Period, for the payment thereof and (B)
      otherwise, its accrued and unpaid Servicing Fees to the end of the
      preceding Settlement Period for the payment thereof;
    

    
        (vi)  SIXTH, to the Administrative Agent
      for payment to each Managing Agent, on behalf of the related Lenders, in
      an amount equal to any accrued and unpaid Interest, Program Fee and
      Liquidity Commitment Fee for such Payment Date;
    

    
       (vii)  SEVENTH, all remaining amounts shall be
      applied as Principal Collections in accordance with the priority set
      forth below.
    

    
      To the extent of available Principal Collections:
    

    
      (i)  FIRST, to the parties listed above, any amount
      remaining unpaid pursuant to clauses FIRST through SIXTH under the
      priority of distributions of Interest Collections set forth above;
    

    
      (ii)  SECOND, to the Administrative Agent for ratable
      payment to each Managing Agent, on behalf of the related Lenders, in an
      amount to reduce Advances Outstanding to zero and to pay any other
      Obligations in full;
    

    
      (iii)  THIRD, to each Hedge Counterparty, any Swap
      Breakage and Indemnity Amounts owing that Hedge Counterparty;
    

    
      (iv)  FOURTH, to the Administrative Agent for payment
      to each Managing Agent, on behalf of the related Lenders, in the amount
      of unpaid Breakage Costs (other than Breakage Costs covered in clause
      (b) above) with respect to any prepayments made on such Payment Date,
      Increased Costs and/or Taxes (if any);
    

    
      (v)  FIFTH, to the Administrative Agent, all other
      amounts or Obligations then due under this Agreement to the
      Administrative Agent, the Lenders, the Affected Parties or Indemnified
      Parties, each for the payment thereof;
    

    
      (vi)  SIXTH, to the Servicer, in an amount equal to (A) if the
      Servicer is Gladstone Management Corporation or any of its Affiliates,
      its accrued and unpaid Servicing Fees to the end of the preceding
      Settlement Period not otherwise paid pursuant to the distribution of
      Interest Collections above; and
    

    
      (vii)  SEVENTH, all remaining amounts to the Borrower.
    

    

    

    
      
        

        

      

      
        
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      Section 2.9  Collections and Allocations.
    

    
         (a)  The Borrower or the Servicer on behalf of the Borrower shall
      promptly (but in no event later than two (2) Business Days after the
      receipt thereof) identify any Collections received by it as being on
      account of Interest Collections or Principal Collections and deposit all
      such Interest Collections or Principal Collections received directly by
      it into the Collection Account.  The Servicer on behalf of the Borrower
      shall make such deposits or payments on the date indicated by wire
      transfer, in immediately available funds.
    

    
         (b)  Until the occurrence of an Early Termination Event, to the
      extent there are uninvested amounts deposited in the Collection Account,
      all amounts shall be invested in Permitted Investments selected by the
      Servicer on behalf of the Borrower that mature no later than the
      Business Day immediately preceding the next Payment Date; from and after
      (i) the occurrence of an Early Termination Event or (ii) the appointment
      of a Successor Servicer, to the extent there are uninvested amounts
      deposited in the Collection Account, all amounts may be invested in
      Permitted Investments selected by the Administrative Agent that mature
      no later than the next Business Day.  Any earnings (and losses) thereon
      shall be for the account of the Borrower.
    

    
      Section 2.10  Payments, Computations, Etc.
    

    
         (a)  Unless otherwise expressly provided herein, all amounts to be
      paid or deposited by the Borrower or the Servicer on behalf of the
      Borrower hereunder shall be paid or deposited in accordance with the
      terms hereof no later than 10:00 a.m. (New York City time) on the day
      when due in lawful money of the United States in immediately available
      funds to the Agent’s Account.  The Borrower shall, to the extent
      permitted by law, pay to the Secured Parties interest on all amounts not
      paid or deposited when due hereunder at 2.0% per annum above the Base
      Rate, payable on demand; provided, however, that such
      interest rate shall not at any time exceed the Maximum Lawful Rate.  All
      computations of interest and all computations of the Interest Rate and
      other fees hereunder shall be made on the basis of a year of 360 days
      for the actual number of days (including the first but excluding the
      last day) elapsed.
    

    
         (b)  Whenever any payment hereunder shall be stated to be due on a
      day other than a Business Day, such payment shall be made on the next
      succeeding Business Day, and such extension of time shall in such case
      be included in the computation of payment of Interest, other interest or
      any fee payable hereunder, as the case may be.
    

    
         (c)  All payments hereunder shall be made without set-off or
      counterclaim and in such amounts as may be necessary in order that all
      such payments shall not be less than the amounts otherwise specified to
      be paid under this Agreement (after withholding for or on account of any
      Taxes).
    

    
      Section 2.11  Breakage Costs.
    

    
      The Borrower shall pay to the Administrative Agent for the account of
      the applicable Managing Agent, on behalf of the related Lenders, upon
      the request of any Managing Agent, any Lender or the Administrative
      Agent on each Payment Date on which a prepayment is made, such amount or
      amounts as shall, without duplication, compensate the Lenders for any
      loss, cost or expense (the “Breakage Costs”) incurred by
      the Lenders (as reasonably determined by the applicable Lender) as a
      result of any prepayment of an Advance (and interest thereon) arising
      under this Agreement and the Liquidity Agreements.  The determination by
      any Managing Agent, on behalf of the related Lenders, of the amount of
      any such loss or expense shall be set forth in a written notice to the
      Borrower delivered by the applicable Lender prior to the date of such
      prepayment in the case where notice of such prepayment is delivered to
      such Lender in accordance with Section 2.3(b) or within two (2)
      Business Days following such prepayment in the case where no such notice
      is delivered (in which case, Breakage Costs shall include interest
      thereon from the date of such prepayment) and shall be conclusive absent
      manifest error.  No Breakage Costs shall be payable to any CP Lender to
      the extent that (a) notice of such prepayment shall have been delivered
      to such CP Lender in accordance with the provisions of Section 2.3(b)
      or 7.7(c), (b) such prepayment is made on a Payment Date, and (c)
      such prepayment does not exceed the lesser of (i) 20% of the Advances
      made by such CP Lender and (ii) $20,000,000.
    

    

    

    
      
        

        

      

      
        
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      Section 2.12  Increased Costs; Capital Adequacy;
      Illegality.
    

    
         (a)  If after the date hereof, any Managing Agent, Lender, Liquidity
      Bank or any Affiliate thereof (each of which, an “Affected Party”)
      shall be charged any fee, expense or increased cost on account of the
      adoption of any applicable law, rule or regulation (including any
      applicable law, rule or regulation regarding capital adequacy), any
      accounting principles or any change in any of the foregoing, or any
      change in the interpretation or administration thereof by any
      governmental authority, the Financial Accounting Standards Board (“FASB”),
      any central bank or any comparable agency charged with the
      interpretation or administration thereof, or compliance with any request
      or directive (whether or not having the force of law) of any such
      authority or agency (a “Regulatory Change”):  (i) that
      subjects any Affected Party to any charge or withholding on or with
      respect to any Transaction Document or an Affected Party’s obligations
      under a Transaction Document, or on or with respect to the Advances, or
      changes the basis of taxation of payments to any Affected Party of any
      amounts payable under any Transaction Document (except for changes in
      the rate of tax on the overall net income of an Affected Party or taxes
      excluded by Section 2.13) or (ii) that imposes, modifies or deems
      applicable any reserve, assessment, insurance charge, special deposit or
      similar requirement against assets of, deposits with or for the account
      of an Affected Party, or credit extended by an Affected Party pursuant
      to a Transaction Document or (iii) that imposes any other condition the
      result of which is to increase the cost to an Affected Party of
      performing its obligations under a Transaction Document, or to reduce
      the rate of return on an Affected Party’s capital as a consequence of
      its obligations under a Transaction Document, or to reduce the amount of
      any sum received or receivable by an Affected Party under a Transaction
      Document or to require any payment calculated by reference to the amount
      of interests or loans held or interest received by it, then, upon demand
      by the applicable Managing Agent, Borrower shall pay to the
      Administrative Agent, for payment to the applicable Managing Agent for
      the benefit of the relevant Affected Party, such amounts charged to such
      Affected Party or such amounts to otherwise compensate such Affected
      Party for such increased cost or such reduction.
    

    
         (b)  If as a result of any event or circumstance similar to those
      described in clause (a) of this Section 2.12, an Affected
      Party is required to compensate a bank or other financial institution
      providing liquidity support, credit enhancement or other similar support
      to such Affected Party in connection with this Agreement or the funding
      or maintenance of Advances hereunder, then within ten (10) days after
      demand by such Affected Party, the Borrower shall pay to such Affected
      Party such additional amount or amounts as may be necessary to reimburse
      such Affected Party for any such amounts paid by it.
    

    

    

    
      
        

        

      

      
        
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         (c)  In determining any amount provided for in this section, the
      Affected Party may use any reasonable averaging and attribution
      methods.  Any Affected Party making a claim under this section shall
      submit to the Borrower a certificate as to such additional or increased
      cost or reduction, which certificate shall calculate in reasonable
      detail any such charges and shall be conclusive absent demonstrable
      error.
    

    
      Section 2.13  Taxes.
    

    
         (a)  All payments made by the Borrower in respect of any Advance and
      all payments made by the Borrower under this Agreement will be made free
      and clear of and without deduction or withholding for or on account of
      any Taxes, unless such withholding or deduction is required by law.  In
      such event, the Borrower shall pay to the appropriate taxing authority
      any such Taxes required to be deducted or withheld and the amount
      payable to each Lender or the Administrative Agent (as the case may be)
      will be increased (such increase, the “Additional Amount”)
      such that every net payment made under this Agreement after deduction or
      withholding for or on account of any Taxes (including, without
      limitation, any Taxes on such increase) is not less than the amount that
      would have been paid had no such deduction or withholding been deducted
      or withheld.  The foregoing obligation to pay Additional Amounts,
      however, will not apply with respect to, and the term “Additional
      Amount” shall be deemed not to include net income or franchise taxes
      imposed on a Lender, any Managing Agent or the Administrative Agent,
      respectively, with respect to payments required to be made by the
      Borrower or Servicer on behalf of the Borrower under this Agreement, by
      a taxing jurisdiction in which such Lender, such Managing Agent or the
      Administrative Agent is organized, conducts business or is paying taxes
      as of the Effective Date (as the case may be).  If a Lender, any
      Managing Agent or the Administrative Agent pays any Taxes in respect of
      which the Borrower is obligated to pay Additional Amounts under this Section
      2.13(a), the Borrower shall promptly reimburse such Lender or
      Administrative Agent in full.
    

    
         (b)  The Borrower will indemnify each Lender, each Managing Agent and
      the Administrative Agent for the full amount of Taxes in respect of
      which the Borrower is required to pay Additional Amounts (including,
      without limitation, any Taxes imposed by any jurisdiction on such
      Additional Amounts) paid by such Lender, Managing Agent or the
      Administrative Agent (as the case may be) and any liability (including
      penalties, interest and expenses) arising therefrom or with respect
      thereto; provided, however, that such Lender, Managing
      Agent or the Administrative Agent, as appropriate, making a demand for
      indemnity payment, shall provide the Borrower, at its address set forth
      under its name on the signature pages hereof, with a certificate from
      the relevant taxing authority or from a Responsible Officer of such
      Lender, Managing Agent or the Administrative Agent stating or otherwise
      evidencing that such Lender, Managing Agent or the Administrative Agent
      has made payment of such Taxes and will provide a copy of or extract
      from documentation, if available, furnished by such taxing authority
      evidencing assertion or payment of such Taxes.  This indemnification
      shall be made within ten (10) days from the date such Lender, Managing
      Agent or the Administrative Agent (as the case may be) makes written
      demand therefor.
    

    

    

    
      
        

        

      

      
        
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         (c)  Within thirty (30) days after the date of any payment by the
      Borrower of any Taxes, the Borrower will furnish to the Administrative
      Agent, the Managing Agent or the Lender, as applicable, at its address
      set forth under its name on the signature pages hereof, appropriate
      evidence of payment thereof.
    

    
         (d)  If a Lender is not created or organized under the laws of the
      United States or a political subdivision thereof, such Lender shall, to
      the extent that it may then do so under Applicable Laws, deliver to the
      Borrower with a copy to the Administrative Agent (i) within fifteen (15)
      days after the date hereof, or, if later, the date on which such Lender
      becomes a Lender hereof two (or such other number as may from time to
      time be prescribed by Applicable Laws) duly completed copies of IRS Form
      W-8EC1 or Form W-8BEN for any successor forms or other certificates or
      statements that may be required from time to time by the relevant United
      States taxing authorities or Applicable Laws), as appropriate, to permit
      the Borrower to make payments hereunder for the account of such Lender,
      as the case may be, without deduction or withholding of United States
      federal income or similar Taxes and (ii) upon the obsolescence of or
      after the occurrence of any event requiring a change in, any form or
      certificate previously delivered pursuant to this Section 2.13(d),
      two copies (or such other number as may from time to time be prescribed
      by Applicable Laws) of such additional, amended or successor forms,
      certificates or statements as may be required under Applicable Laws to
      permit the Borrower to make payments hereunder for the account of such
      Lender, without deduction or withholding of United States federal income
      or similar Taxes.
    

    
         (e)  For any period with respect to which a Lender has failed to
      provide the Borrower with the appropriate form, certificate or statement
      described in clause (d) of this section (other than if such
      failure is due to a change in law occurring after the date of this
      Agreement), such Lender, as the case may be, shall not be entitled to
      indemnification under clauses (a) or (b) of this section
      with respect to any Taxes.
    

    
         (f)  Within thirty (30) days of the written request of the Borrower
      therefor, the Administrative Agent, the Managing Agent or the Lender, as
      appropriate, shall execute and deliver to the Borrower such
      certificates, forms or other documents that can be furnished consistent
      with the facts and that are reasonably necessary to assist the Borrower
      in applying for refunds of Taxes remitted hereunder; provided, however,
      that the Administrative Agent, the Managing Agent and the Lender shall
      not be required to deliver such certificates forms or other documents if
      in their respective sole discretion it is determined that the delivery
      of such certificate, form or other document would have a material
      adverse effect on the Administrative Agent, the Managing Agent or the
      Lender and provided further, however, that the
      Borrower shall reimburse the Administrative Agent, the Managing Agent or
      the Lender for any reasonable expenses incurred in the delivery of such
      certificate, form or other document.
    

    
         (g)  If, in connection with an agreement or other document providing
      liquidity support, credit enhancement or other similar support to the
      Lenders in connection with this Agreement or the funding or maintenance
      of Advances hereunder, the Lenders are required to compensate a bank or
      other financial institution in respect of Taxes under circumstances
      similar to those described in this section then within ten (10) days
      after demand by the Lenders, the Borrower shall pay to the Lenders such
      additional amount or amounts as may be necessary to reimburse the
      Lenders for any amounts paid by them.
    

    

    

    
      
        

        

      

      
        
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      Section 2.14  Revolver Loan Funding.
    

    
         (a)  Upon the occurrence of a Revolver Loan Funding Date each CP
      Lender member of a Lender Group, if any, may, in its sole discretion
      make, and if it does not, the Committed Lenders shall make an advance
      (each, a “Revolver Loan Funding”) in an amount equal to
      such Committed Lender’s ratable share of the aggregate outstanding
      unfunded commitments under the Revolver Loans (collectively, the “Revolver
      Loan Funding Amount”).  Upon receipt of the proceeds of such
      Revolver Loan Funding, the Administrative Agent shall deposit such funds
      into segregated accounts (each, a “Revolver Loan Funding Account”),
      in its name, referencing the name of the applicable Lender, and
      maintained at a Qualified Institution.  Each Lender hereby grants to the
      Administrative Agent full power and authority, on its behalf, to
      withdraw funds from the applicable Revolver Loan Funding Account at the
      time of, and in connection with, the funding of any Post-Termination
      Revolver Loan Fundings to be made by the Borrower, and to deposit to the
      related Revolver Loan Funding Account any funds received in respect of
      each relevant Lender’s ratable share of principal payments under Section
      2.8 hereof, all in accordance with the terms of and for the purposes
      set forth in this Agreement.  The deposit of monies in such Revolver
      Loan Funding Account by any Lender shall not constitute an Advance (and
      such Lender shall not be entitled to interest on such monies except as
      provided in clause (d) below) unless and until (and then only to the
      extent that) such monies are used to make Post-Termination Revolver Loan
      Fundings pursuant to the first sentence of clause (b) below).  
    

    
         (b)  From and after the establishment of a Revolver Loan Funding
      Account with respect to any Lender, and until the earlier of (i) the
      reduction to zero of all outstanding commitments in respect of Revolver
      Loans and (ii) five years following the Revolver Loan Funding Date, all
      Post-Termination Revolver Loan Fundings to be made by such Lender
      hereunder shall be made by withdrawing funds from the applicable
      Revolver Loan Funding Account.  On each Business Day during such time,
      the Administrative Agent shall, (i) if a Revolver Loan Funding Account
      Shortfall exists, deposit the lesser of (A) the amount allocable to the
      repayment of principal to the Lenders and (B) the Revolver Loan Funding
      Account Shortfall and (ii) if a Revolver Loan Funding Account Surplus
      exists, pay to the applicable Managing Agent, on behalf of each Lender,
      such Lender’s ratable share of the Revolver Loan Funding Account
      Surplus.  Until the earlier of (i) the reduction to zero of all
      outstanding commitments in respect of Revolver Loans and (ii) five years
      following the Revolver Loan Funding Date, all remaining funds then held
      in such Revolver Loan Funding Account (after giving effect to any
      Post-Termination Revolver Loan Fundings to be made on such date) shall
      be paid by the Administrative Agent to the applicable Managing Agent, on
      behalf of such Lender, and thereafter all payments made in respect of
      the Loans (whether or not originally funded from such Lender's Revolver
      Loan Funding Account) shall be paid directly to the applicable Managing
      Agent, on behalf of such Lender, in accordance with the terms of Section
      2.8.
    

    
         (c)  The Administrative Agent may, its sole discretion, advance funds
      withdrawn from the Revolver Loan Funding Accounts to (i) the Borrower or
      (ii) the applicable Obligor directly, on behalf of the Borrower, and in
      either case, such funds shall be used solely for the purpose of funding
      advances requested by an Obligor under a Revolver Loan.  
    

    

    

    
      
        

        

      

      
        
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         (d)  Proceeds in a Revolver Loan Funding Account shall be invested,
      at the written direction of the applicable Lender (or the applicable
      Managing Agent on its behalf) to the applicable Revolver Loan Funding
      Account bank, only in investments which constitute Permitted
      Investments.  The investment earnings with respect to a Revolver Loan
      Funding Account shall accrue as the Lender and Revolver Loan Funding
      Account bank shall agree.  The Administrative Agent shall direct the
      Revolver Loan Funding Account bank to pay all such investment earnings
      from the relevant account directly to the applicable Managing Agent, for
      the account of the applicable Lender.  
    

    
         (e)  Notwithstanding anything herein to the contrary, none of the
      Administrative Agent, the other Managing Agents, the other Purchasers
      nor the Revolver Loan Funding Account bank shall have any liability for
      any loss arising from any investment or reinvestment made by it with
      respect to a Revolver Loan Funding Account in accordance with, and
      pursuant to, the provisions hereof.
    

    
      Section 2.15  Pending Account.
    

    
         (a)  The Borrower or the Servicer on its behalf shall cause to be
      established, on or before the Closing Date, and maintained in the name
      of the Borrower and assigned to the Administrative Agent as agent for
      the Secured Parties, with an office or branch of a depository
      institution or trust company organized under the laws of the United
      States or any one of the States thereof or the District of Columbia (or
      any domestic branch of a foreign bank) a segregated corporate trust
      account (the “Pending Account”) for the purpose of
      receiving (i) proceeds of Advances and (ii) Principal Collections
      transferred from the Collection Account, and funding purchases of
      Unrestricted Eligible Loans therefrom.
    

    
         (b)  The Borrower may transfer Principal Collections from the
      Collection Account to the Pending Account, so long as (i) the conditions
      to Advances described in Section 3.2 are met, mutatis mutandis,
      other than the requirement a Borrower Notice containing certification
      thereto has been delivered and (ii) in the reasonable determination of
      the Servicer and the Borrower, such Collections shall not be necessary
      to make payments pursuant to clauses FIRST through TWELFTH above on the
      next Payment Date pursuant to Section 2.8 above.
    

    
         (c)  Funds deposited in the Pending Account shall be used to purchase
      Unrestricted Eligible Loans within 3 Business Days of deposit.  Any
      funds not used within such 3 Business Day period shall, unless otherwise
      approved by the Administrative Agent in its sole discretion, be used to
      make a prepayment of the Advances Outstanding pursuant to Section
      2.3(b).  Notice of such prepayment shall be given on the Business
      Day immediately succeeding the expiration of such 3 Business Day period,
      and such prepayment shall take place on the earliest possible Business
      Day following such notice.
    

    

    

    
      
        

        

      

      
        
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      ARTICLE III  

CONDITIONS OF EFFECTIVENESS AND
      ADVANCES
    

    
      Section 3.1  Conditions to Effectiveness and Advances.
    

    
      No Lender shall be obligated to make any Advance hereunder from and
      after the Effective Date, nor shall any Lender, the Administrative Agent
      or the Managing Agents be obligated to take, fulfill or perform any
      other action hereunder, until the following conditions have been
      satisfied, in the sole discretion of, or waived in writing by, the
      Managing Agents:
    

    
             (a)  This Agreement and all other Transaction Documents and each
      Liquidity Agreement or counterparts hereof or thereof shall have been
      duly executed by, and delivered to, the parties hereto and thereto and
      the Administrative Agent shall have received such other documents,
      instruments, agreements and legal opinions as any Managing Agent shall
      reasonably request in connection with the transactions contemplated by
      this Agreement, on or prior to the Effective Date, each in form and
      substance satisfactory to the Administrative Agent;
    

    
             (b)  The Borrower shall have paid all fees required to be paid by
      it on the Effective Date, including all fees required hereunder and
      under the Fee Letters to be paid as of such date, and shall have
      reimbursed each Lender and the Administrative Agent for all fees, costs
      and expenses related to the transactions contemplated hereunder and
      under the other Transaction Documents and each Liquidity Agreement,
      including the legal and other document preparation costs incurred by any
      Lender and/or the Administrative Agent;
    

    
             (c)  Each CP Lender whose commercial paper is being rated by one
      or more Rating Agency shall have received, to the extent required under
      the terms of such CP Lender’s program documents, the written
      confirmation of each such Rating Agency that the execution and delivery
      of this Agreement will not result in a withdrawal or downgrading of the
      then-current rating of such commercial paper by such Rating Agency; and
    

    
             (d)  The Required Equity Investment shall be maintained.
    

    
      The Administrative Agent shall promptly notify each Lender of the
      satisfaction or waiver of the conditions set forth above.
    

    
      Section 3.2  Additional Conditions Precedent to All
      Advances.
    

    
      Each Advance shall be subject to the further conditions precedent that:
    

    
             (a)  On the related Funding Date, the Borrower or the Servicer,
      as the case may be, shall have certified in the related Borrower Notice
      that:
    

    
                     (i)  The representations and warranties set forth in Sections
      4.1 and 7.8 are true and correct on and as of such date,
      before and after giving effect to such borrowing and to the application
      of the proceeds therefrom, as though made on and as of such date; and
    

    

    

    
      
        

        

      

      
        
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                    (ii)  No event has occurred, or would result from such
      Advance or from the application of the proceeds therefrom, that
      constitutes an Early Termination Event or an Unmatured Early Termination
      Event.
    

    
             (b)  The Termination Date shall not have occurred;
    

    
             (c)  Before and after giving effect to such borrowing and to the
      application of proceeds therefrom the Borrowing Base Test shall be
      satisfied, as calculated on such date;
    

    
             (d)  No claim has been asserted or proceeding commenced
      challenging enforceability or validity of any of the Loan Documents,
      excluding any instruments, certificates or other documents relating to
      Loans that were the subject of prior Advances;
    

    
             (e)  There shall have been no Material Adverse Change with
      respect to the Borrower or the Servicer since the preceding Advance;
    

    
             (f)  Before and after giving effect to such borrowing and to the
      application of proceeds therefrom the Collateral Quality Test shall be
      satisfied, as calculated on such date; and
    

    
             (g)  The Servicer and Borrower shall have taken such other
      action, including delivery of approvals, consents, opinions, documents,
      and instruments to the Managing Agents as each may reasonably request.
    

    
      ARTICLE IV  

REPRESENTATIONS AND WARRANTIES
    

    
      Section 4.1  Representations and Warranties of the
      Borrower.
    

    
      The Borrower represents and warrants as follows:
    

    
             (a)  Organization
      and Good Standing.  The Borrower is a Delaware limited liability
      company duly organized, validly existing, and in good standing under the
      laws of the jurisdiction of its formation, and has full power, authority
      and legal right to own or lease its properties and conduct its business
      as such business is presently conducted.
    

    
             (b)  Due
      Qualification.  The Borrower is qualified to do business as a
      limited liability company, is in good standing, and has obtained all
      licenses and approvals as required under the laws of all jurisdictions
      in which the ownership or lease of its property and or the conduct of
      its business (other than the performance of its obligations hereunder)
      requires such qualification, standing, license or approval, except to
      the extent that the failure to so qualify, maintain such standing or be
      so licensed or approved would not have an adverse effect on the
      interests of the Lenders.  The Borrower is qualified to do business as a
      limited liability company, is in good standing, and has obtained all
      licenses and approvals as required under the laws of all states in which
      the performance of its obligations pursuant to this Agreement requires
      such qualification, standing, license or approval and where the failure
      to qualify or obtain such license or approval would have material
      adverse effect on its ability to perform hereunder.
    

    

    

    
      
        

        

      

      
        
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             (c)  Due
      Authorization.  The execution and delivery of this Agreement and
      each Transaction Document to which the Borrower is a party and the
      consummation of the transactions provided for herein and therein have
      been duly authorized by the Borrower by all necessary action on the part
      of the Borrower.
    

    
             (d)  No Conflict.  The
      execution and delivery of this Agreement and each Transaction Document
      to which the Borrower is a party, the performance by the Borrower of the
      transactions contemplated hereby and thereby and the fulfillment of the
      terms hereof and thereof will not conflict with or result in any breach
      of any of the terms and provisions of, and will not constitute (with or
      without notice or lapse of time or both) a default under, the Borrower’s
      limited liability company agreement or any material Contractual
      Obligation of the Borrower.
    

    
             (e)  No Violation.  The
      execution and delivery of this Agreement and each Transaction Document
      to which the Borrower is a party, the performance of the transactions
      contemplated hereby and thereby and the fulfillment of the terms hereof
      and thereof will not conflict with or violate, in any material respect,
      any Applicable Law.
    

    
             (f)  No
      Proceedings.  There are no proceedings or investigations pending or,
      to the best knowledge of the Borrower, threatened against the Borrower,
      before any Governmental Authority (i) asserting the invalidity of this
      Agreement or any Transaction Document to which the Borrower is a party,
      (ii) seeking to prevent the consummation of any of the transactions
      contemplated by this Agreement or any Transaction Document to which the
      Borrower is a party or (iii) seeking any determination or ruling that
      could reasonably be expected to have a Material Adverse Effect.
    

    
             (g)  All Consents
      Required.  All material approvals, authorizations, consents, orders
      or other actions of any Person or of any Governmental Authority (if any)
      required in connection with the due execution, delivery and performance
      by the Borrower of this Agreement and any Transaction Document to which
      the Borrower is a party, have been obtained.
    

    
             (h)  Reports
      Accurate.  All Monthly Reports (if prepared by the Borrower, or to
      the extent that information contained therein is supplied by the
      Borrower), information, exhibit, financial statement, document, book,
      record or report furnished or to be furnished by the Borrower to the
      Administrative Agent or a Lender in connection with this Agreement are
      true, complete and accurate in all material respects.
    

    
             (i)  Solvency.  The
      transactions contemplated under this Agreement and each Transaction
      Document to which the Borrower is a party do not and will not render the
      Borrower not Solvent.
    

    
             (j)  Selection
      Procedures.  No procedures believed by the Borrower to be materially
      adverse to the interests of the Secured Parties were utilized by the
      Borrower in identifying and/or selecting the Loans that are part of the
      Collateral.
    

    
             (k)  Taxes.  The
      Borrower has filed or caused to be filed all Tax returns required to be
      filed by it.  The Borrower has paid all Taxes and all assessments made
      against it or any of its property (other than any amount of Tax the
      validity of which is currently being contested in good faith by
      appropriate proceedings and with respect to which reserves in accordance
      with GAAP have been provided on the books of the Borrower), and no Tax
      lien has been filed and, to the Borrower’s knowledge, no claim is being
      asserted, with respect to any such Tax, fee or other charge.
    

    

    

    
      
        

        

      

      
        
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             (l)  Agreements
      Enforceable.  This Agreement and each Transaction Document to which
      the Borrower is a party constitute the legal, valid and binding
      obligation of the Borrower enforceable against the Borrower in
      accordance with their respective terms, except as such enforceability
      may be limited by Insolvency Laws and except as such enforceability may
      be limited by general principles of equity (whether considered in a suit
      at law or in equity).
    

    
             (m)  No Liens.  The
      Collateral is owned by the Borrower free and clear of any Liens except
      for Permitted Liens as provided herein, and the Administrative Agent, as
      agent for the Secured Parties, has a valid and perfected first priority
      security interest in the Collateral then existing or thereafter arising,
      free and clear of any Liens except for Permitted Liens.  No effective
      financing statement or other instrument similar in effect covering any
      Collateral is on file in any recording office except such as may be
      filed in favor of the Administrative Agent relating to this Agreement or
      reflecting the transfer of the Collateral from the Originator to the
      Borrower.
    

    
             (n)  Security
      Interest.  The Borrower has granted a security interest (as defined
      in the UCC) to the Administrative Agent, as agent for the Secured
      Parties, in the Collateral, which is enforceable in accordance with
      Applicable Law.  All filings (including, without limitation, such UCC
      filings) as are necessary in any jurisdiction to perfect the interest of
      the Administrative Agent as agent for the Secured Parties, in the
      Collateral have been made.
    

    
             (o)  Location of
      Offices.  The Borrower’s jurisdiction of organization, principal
      place of business and chief executive office and the office where the
      Borrower keeps all the Records is located at the address of the Borrower
      referred to in Section 12.2 hereof (or at such other locations as
      to which the notice and other requirements specified in Section 5.1(m)
      shall have been satisfied).
    

    
             (p)  Tradenames.  The
      Borrower has no trade names, fictitious names, assumed names or “doing
      business as” names or other names under which it has done or is doing
      business.
    

    
             (q)  Purchase
      Agreement.  The Purchase Agreement is the only agreement pursuant to
      which the Borrower acquires Collateral (other than the Hedge Collateral).
    

    
             (r)  Value Given.  The
      Borrower gave reasonably equivalent value to the Originator in
      consideration for the transfer to the Borrower of the Transferred Loans
      under the Purchase Agreement, no such transfer was made for or on
      account of an antecedent debt owed by the Originator to the Borrower,
      and no such transfer is voidable or subject to avoidance under any
      Insolvency Law.
    

    
             (s)  Accounting.  The
      Borrower accounts for the transfers to it from the Originator of
      interests in the Loans under the Purchase Agreement as sales of such
      Loans in its books, records and financial statements, in each case
      consistent with GAAP.
    

    

    

    
      
        

        

      

      
        
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             (t)  Separate
      Entity.  The Borrower is operated as an entity with assets and
      liabilities distinct from those of the Originator and any Affiliates
      thereof (other than the Borrower), and the Borrower hereby acknowledges
      that the Administrative Agent and the Lenders are entering into the
      transactions contemplated by this Agreement in reliance upon the
      Borrower’s identity as a separate legal entity from the Originator and
      from each such other Affiliate of the Originator.  
    

    
             (u)  Investments.  Except
      for Supplemental Interests or Supplemental Interests that convert into
      an equity interest in any Person, the Borrower does not own or hold
      directly or indirectly, any capital stock or equity security of, or any
      equity interest in, any Person.
    

    
             (v)  Business.  Since
      its formation, the Borrower has conducted no business other than the
      purchase and receipt of Loans and Related Property from the Originator
      under the Purchase Agreement, the borrowing of funds under this
      Agreement and such other activities as are incidental to the foregoing.
    

    
             (w)  ERISA.  The
      Borrower is in compliance with ERISA and has not incurred and does not
      expect to incur any liabilities (except for premium payments arising in
      the ordinary course of business) payable to the Pension Benefit Guaranty
      Corporation under ERISA.
    

    
             (x)  Investment
      Company Act.
    

    
                     (i)  The Borrower represents and warrants that the
      Borrower is exempt and will remain exempt from registration as an
      “investment company” within the meaning of the Investment Company Act of
      1940, as amended (the “1940 Act”).
    

    
                    (ii)  The business and other activities of the Borrower,
      including but not limited to, the making of the Advances by the Lenders,
      the application of the proceeds and repayment thereof by the Borrower
      and the consummation of the transactions contemplated by the Transaction
      Documents to which the Borrower is a party do not now and will not at
      any time result in any violations, with respect to the Borrower, of the
      provisions of the 1940 Act or any rules, regulations or orders issued by
      the SEC thereunder.
    

    
             (y)  Government
      Regulations.  The Borrower is not engaged in the business of
      extending credit for the purpose of “purchasing” or “carrying” any
      “margin security,” as such terms are defined in Regulation U of the
      Federal Reserve Board as now and from time to time hereafter in effect
      (such securities being referred to herein as “Margin Stock”).  The
      Borrower owns no Margin Stock, and no portion of the proceeds of any
      Advance hereunder will be used, directly or indirectly, for the purpose
      of purchasing or carrying any Margin Stock, for the purpose of reducing
      or retiring any Indebtedness that was originally incurred to purchase or
      carry any Margin Stock or for any other purpose that might cause any
      portion of such proceeds to be considered a “purpose credit” within the
      meaning of Regulation T, U or X of the Federal Reserve Board.  The
      Borrower will not take or permit to be taken any action that might cause
      any Related Document to violate any regulation of the Federal Reserve
      Board.
    

    
             (z)  Eligibility
      of Loans.  As of the Effective Date, (i) the Loan List and the
      information contained in the Borrower Notice delivered pursuant to Sections
      2.1 and 2.2 is an accurate and complete listing in all
      material respects of all the Loans that are part of the Collateral as of
      the Effective Date, and the information contained therein with respect
      to the identity of such Loans and the amounts owing thereunder is true
      and correct in all material respects as of such date and (ii) each such
      Loan is an Eligible Loan.  On each Funding Date, the Borrower shall be
      deemed to represent and warrant that any additional Loan referenced on
      the related Borrower Notice delivered pursuant to Sections 2.1
      and 2.2 is an Eligible Loan.
    

    

    

    
      
        

        

      

      
        
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      Section 4.2  Joint Representations and Warranties
      Regarding Ordinary Course of Business.
    

    
             (a)  Each of the Borrower and the Administrative Agent represents
      and warrants as to itself that each remittance of Collections by the
      Borrower to the Administrative Agent pursuant to the terms of this
      Agreement will have been (i) in payment of a debt incurred by the
      Borrower in the ordinary course of business or financial affairs of the
      Borrower and the Administrative Agent and (ii) made in the ordinary
      course of business or financial affairs of the Borrower and the
      Administrative Agent.
    

    
             (b)  The representations and warranties set forth in this
      Sections 4.2 and shall survive the termination of this Agreement.
    

    

    

    
      ARTICLE V  

GENERAL COVENANTS OF THE BORROWER
    

    
      Section 5.1  Covenants of the Borrower.
    

    
             The Borrower hereby covenants that:
    

    
             (a)  Compliance
      with Laws.  The Borrower will comply in all material respects with
      all Applicable Laws, including those with respect to the Loans in the
      Collateral and any Related Property.
    

    
             (b)  Preservation
      of Corporate Existence.  The Borrower will preserve and maintain its
      existence, rights, franchises and privileges in the jurisdiction of its
      formation, and qualify and remain qualified in good standing in each
      jurisdiction where the failure to maintain such existence, rights,
      franchises, privileges and qualification has had, or could reasonably be
      expected to have, a Material Adverse Effect.
    

    
             (c)  Security
      Interests.  Except as contemplated in this Agreement, the Borrower
      will not sell, pledge, assign or transfer to any other Person, or grant,
      create, incur, assume or suffer to exist any Lien on any Loan or Related
      Property that is part of the Collateral, whether now existing or
      hereafter transferred hereunder, or any interest therein.  The Borrower
      will promptly notify the Administrative Agent of the existence of any
      Lien on any Loan or Related Property that is part of the Collateral and
      the Borrower shall defend the right, title and interest of the
      Administrative Agent as agent for the Secured Parties in, to and under
      any Loan and the Related Property that is part of the Collateral,
      against all claims of third parties; provided, however,
      that nothing in this Section 5.1(c) shall prevent or be deemed to
      prohibit the Borrower from suffering to exist Permitted Liens upon any
      Loan or any Related Property that is part of the Collateral.
    

    

    

    
      
        

        

      

      
        
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             (d)  Delivery of
      Collections.  The Borrower agrees to cause the delivery to the
      Servicer promptly (but in no event later than two (2) Business Days
      after receipt) all Collections (including any Deemed Collections)
      received by Borrower in respect of the Loans that are part of the
      Collateral.
    

    
             (e)  Activities
      of Borrower.  The Borrower shall not engage in any business or
      activity of any kind, or enter into any transaction or indenture,
      mortgage, instrument, agreement, contract, Loan or other undertaking,
      which is not incidental to the transactions contemplated and authorized
      by this Agreement or the Purchase Agreement.
    

    
             (f)  Indebtedness.  The
      Borrower shall not create, incur, assume or suffer to exist any
      Indebtedness or other liability whatsoever, except (i) obligations
      incurred under this Agreement, under any Hedging Agreement required by Section
      5.2(a), or the Purchase Agreement, or (ii) liabilities incident to
      the maintenance of its existence in good standing.
    

    
             (g)  Guarantees.  The
      Borrower shall not become or remain liable, directly or indirectly, in
      connection with any Indebtedness or other liability of any other Person,
      whether by guarantee, endorsement (other than endorsements of negotiable
      instruments for deposit or collection in the ordinary course of
      business), agreement to purchase or repurchase, agreement to supply or
      advance funds, or otherwise.
    

    
             (h)  Investments.  The
      Borrower shall not make or suffer to exist any loans or advances to, or
      extend any credit to, or make any investments (by way of transfer of
      property, contributions to capital, purchase of stock or securities or
      evidences of indebtedness, acquisition of the business or assets, or
      otherwise) in, any Person except for purchases of Loans and Supplemental
      Interests pursuant to the Purchase Agreement, or for investments in
      Permitted Investments in accordance with the terms of this Agreement.
    

    
             (i)  Merger; Sales.  The
      Borrower shall not enter into any transaction of merger or
      consolidation, or liquidate or dissolve itself (or suffer any
      liquidation or dissolution), or acquire or be acquired by any Person, or
      convey, sell, loan or otherwise dispose of all or substantially all of
      its property or business, except as provided for in this Agreement.
    

    
             (j)  Distributions.  The
      Borrower may not declare or pay or make, directly or indirectly, any
      distribution (whether in cash or other property) with respect to any
      Person’s equity interest in the Borrower (collectively, a “Distribution”);
      provided, however, if no Early Termination Event has
      occurred or will occur as a result thereof, the Borrower may make
      Distributions.
    

    
             (k)  Agreements.  The
      Borrower shall not amend or modify (i) the provisions of its limited
      liability company agreement or (ii) the Purchase Agreement without the
      consent of the Administrative Agent and prior written notice to each
      Managing Agent, or issue any power of attorney except to the
      Administrative Agent or the Servicer.
    

    
             (l)  Separate
      Existence.  The Borrower shall:
    

    

    

    
      
        

        

      

      
        
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                     (i)  Maintain its own deposit account or accounts,
      separate from those of any Affiliate, with commercial banking
      institutions.  The funds of the Borrower will not be diverted to any
      other Person or for other than corporate uses of the Borrower.
    

    
                    (ii)  Ensure that, to the extent that it shares the same
      persons as officers or other employees as any of its Affiliates, the
      salaries of and the expenses related to providing benefits to such
      officers or employees shall be fairly allocated among such entities, and
      each such entity shall bear its fair share of the salary and benefit
      costs associated with all such common officers and employees.
    

    
                   (iii)  Ensure that, to the extent that it jointly contracts
      with any of its Affiliates to do business with vendors or service
      providers or to share overhead expenses, the costs incurred in so doing
      shall be allocated fairly among such entities, and each such entity
      shall bear its fair share of such costs.  To the extent that the
      Borrower contracts or does business with vendors or service providers
      when the goods and services provided are partially for the benefit of
      any other Person, the costs incurred in so doing shall be fairly
      allocated to or among such entities for whose benefit the goods and
      services are provided, and each such entity shall bear its fair share of
      such costs.  All material transactions between Borrower and any of its
      Affiliates shall be only on an arm’s length basis.
    

    
                    (iv)  Maintain a principal executive and administrative
      office through which its business is conducted separate from those of
      its Affiliates.  To the extent that Borrower and any of its Affiliates
      have offices in the same location, there shall be a fair and appropriate
      allocation of overhead costs among them, and each such entity shall bear
      its fair share of such expenses.
    

    
                     (v)  Conduct its affairs strictly in accordance with its
      limited liability company agreement and observe all necessary,
      appropriate and customary legal formalities, including, but not limited
      to, holding all regular and special director’s meetings appropriate to
      authorize all action, keeping separate and accurate records of such
      meetings, passing all resolutions or consents necessary to authorize
      actions taken or to be taken, and maintaining accurate and separate
      books, records and accounts, including, but not limited to, payroll and
      transaction accounts.
    

    
                    (vi)  Take or refrain from taking, as applicable, each of
      the activities specified or assumed in the Williams Mullen Opinion, upon
      which the conclusions expressed therein are based.
    

    
                   (vii)  Maintain the effectiveness of, and continue to
      perform under the Purchase Agreement and the Performance Guaranty, such
      that it does not amend, restate, supplement, cancel, terminate or
      otherwise modify the Purchase Agreement or the Performance Guaranty, or
      give any consent, waiver, directive or approval thereunder or waive any
      default, action, omission or breach under the Purchase Agreement or the
      Performance Guaranty or otherwise grant any indulgence thereunder,
      without (in each case) the prior written consent of the Administrative
      Agent and each Managing Agent.
    

    

    

    
      
        

        

      

      
        
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             (m)  Change of
      Name or Jurisdiction of Borrower; Records.  The Borrower (x) shall
      not change its name or jurisdiction of organization, without thirty (30)
      days’ prior written notice to the Administrative Agent and (y) shall not
      move, or consent to the Servicer or Collateral Custodian moving, the
      Loan Documents without thirty (30) days’ prior written notice to the
      Administrative Agent and (z) will promptly take all actions required of
      each relevant jurisdiction in order to continue the first priority
      perfected security interest of the Administrative Agent as agent for the
      Secured Parties (except for Permitted Liens) in all Collateral, and such
      other actions as the Administrative Agent may reasonably request,
      including but not limited to delivery of an Opinion of Counsel.
    

    
             (n)  ERISA Matters.  The
      Borrower will not (a) engage or permit any ERISA Affiliate to engage in
      any prohibited transaction for which an exemption is not available or
      has not previously been obtained from the United States Department of
      Labor; (b) permit to exist any accumulated funding deficiency, as
      defined in Section 302(a) of ERISA and Section 412(a) of the Code, or
      funding deficiency with respect to any Benefit Plan other than a
      Multiemployer Plan; (c) fail to make any payments to a Multiemployer
      Plan that the Borrower or any ERISA Affiliate may be required to make
      under the agreement relating to such Multiemployer Plan or any law
      pertaining thereto; (d) terminate any Benefit Plan so as to result in
      any liability; or (e) permit to exist any occurrence of any reportable
      event described in Title IV of ERISA.
    

    
             (o)  Originator
      Collateral.  With respect to each item of Collateral acquired by the
      Borrower, the Borrower will (i) acquire such Collateral pursuant to and
      in accordance with the terms of the Purchase Agreement, (ii) take all
      action necessary to perfect, protect and more fully evidence the
      Borrower’s ownership of such Collateral, including, without limitation,
      (A) filing and maintaining, effective financing statements (Form UCC-1)
      naming the Originator as seller/debtor and the Borrower as
      purchaser/creditor in all necessary or appropriate filing offices, and
      filing continuation statements, amendments or assignments with respect
      thereto in such filing offices and (B) executing or causing to be
      executed such other instruments or notices as may be necessary or
      appropriate, including, without limitation, Assignments of Mortgage, and
      (iii) take all additional action that the Administrative Agent may
      reasonably request to perfect, protect and more fully evidence the
      respective interests of the parties to this Agreement in the Collateral.
    

    
             (p)  Transactions
      with Affiliates.  The Borrower will not enter into, or be a party
      to, any transaction with any of its Affiliates, except (i) the
      transactions permitted or contemplated by this Agreement, the Purchase
      Agreement and any Hedging Agreements and (ii) other transactions
      (including, without limitation, transactions related to the use of
      office space or computer equipment or software by the Borrower to or
      from an Affiliate) (A) in the ordinary course of business, (B) pursuant
      to the reasonable requirements of the Borrower’s business, (C) upon fair
      and reasonable terms that are no less favorable to the Borrower than
      could be obtained in a comparable arm’s-length transaction with a Person
      not an Affiliate of the Borrower, and (D) not inconsistent with the
      factual assumptions set forth in the Williams Mullen Opinion, as such
      assumptions may be modified in any subsequent opinion letters delivered
      to the Administrative Agent pursuant to Section 3.2 or
      otherwise.  It is understood that any compensation arrangement for any
      officer or employee shall be permitted under clause (ii)(A)
      through (C) above if such arrangement has been expressly approved
      by the managers of the Borrower in accordance with the Borrower’s
      limited liability company agreement.
    

    

    

    
      
        

        

      

      
        
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             (q)  Change in
      the Transaction Documents.  The Borrower will not amend, modify,
      waive or terminate any terms or conditions of any of the Transaction
      Documents to which it is a party, without the prior written consent of
      Administrative Agent.
    

    
             (r)  Credit and
      Collection Policy.  The Borrower will (a) comply in all material
      respects with the Credit and Collection Policy in regard to each Loan
      and the Related Property included in the Collateral, and (b) furnish to
      the Administrative Agent and each Managing Agent, at least twenty (20)
      days prior to its proposed effective date, prompt notice of any material
      changes in the Credit and Collection Policy.  The Borrower will not
      agree or otherwise permit to occur any material change in the Credit and
      Collection Policy, which change would impair the collectibility of any
      Loan or otherwise adversely affect the interests or remedies of the
      Administrative Agent or the Secured Parties under this Agreement or any
      other Transaction Document, without the prior written consent of the
      Administrative Agent (in its sole discretion).
    

    
             (s)  Extension or
      Amendment of Loans.  The Borrower will not, except as otherwise
      permitted in Section 7.4(a) extend, amend or otherwise modify, or
      permit the Servicer on its behalf to extend, amend or otherwise modify,
      the terms of any Loan.
    

    
             (t)  Reporting.  The
      Borrower will furnish to the Administrative Agent and each Managing
      Agent:
    

    
                     (i)  as soon as possible and in any event within two (2)
      Business Days after the occurrence of each Early Termination Event and
      each Unmatured Termination Event, a written statement, signed by a
      Responsible Officer, setting forth the details of such event and the
      action that the Borrower proposes to take with respect thereto;
    

    
                    (ii)  promptly upon request, such other information,
      documents, records or reports respecting the Transferred Loans or the
      condition or operations, financial or otherwise, of the Borrower or
      Originator as the Administrative Agent may from time to time reasonably
      request in order to protect the interests of the Administrative Agent or
      the Secured Parties under or as contemplated by this Agreement; and
    

    
                   (iii)  promptly, but in no event later than two (2)
      Business Days after its receipt thereof, copies of any and all notices,
      certificates, documents, or reports delivered to it by the Originator
      under the Purchase Agreement.
    

    
             (u)  Subordination
      Events.  The Borrower will not engage or permit any Affiliate to
      engage in any activities relating to any Obligor and/or with respect to
      any Loan that would subject a Loan to the risk of (i) equitable
      subordination under Section 510(c) of the Bankruptcy Code, or (ii)
      recharacterization as an equity security under Section 105(a) of the
      Bankruptcy Code or otherwise, as a result of the conduct of the
      Borrower, the Servicer, the Originator or any of their respective
      Affiliates (items (i), and (ii) above, each a “Subordination
      Event”).
    

    
             (v)  Compliance
      With Loan Documents.  The Borrower will act in strict conformity
      with all material terms and conditions of the Loan Documents, including
      the prompt enforcement of its rights thereunder.  
    

    

    

    
      
        

        

      

      
        
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      Section 5.2  Hedging Agreement.
    

    
             (a)  If at any time the aggregate Outstanding Loan Balances of
      Loans bearing fixed rates of interest (“Fixed Rate Loans”)
      exceeds 10% of the Aggregate Outstanding Loan Balance, the Borrower may,
      and shall at the request of the Managing Agents, with respect only to
      such Outstanding Loan Balance of Fixed Rate Loans aggregating in excess
      of 10% of the Aggregate Outstanding Loan Balance, enter into and
      maintain a Hedge Transaction with a Hedge Counterparty which Hedge
      Transaction shall: (i) be in the form of interest rate caps or swaps
      having a notional amount and amortization schedule as shall be
      determined by the Managing Agents upon consultation with the Borrower
      and (ii) shall provide for payments to the Borrower to the extent that
      the LIBO Rate shall exceed a rate agreed upon between the Managing
      Agents and the Borrower.
    

    
             (b)  As additional security hereunder, the Borrower hereby
      assigns to the Administrative Agent, as agent for the Secured Parties,
      all right, title and interest of the Borrower in any and all Hedging
      Agreements, any and all Hedge Transactions, and any and all present and
      future amounts payable by a Hedge Counterparty to the Borrower under or
      in connection with its respective Hedging Agreement and Hedge
      Transaction(s) (collectively, the “Hedge Collateral”),
      and grants a security interest to the Administrative Agent, as agent for
      the Secured Parties, in the Hedge Collateral.  The Borrower acknowledges
      that, as a result of that assignment, the Borrower may not, without the
      prior written consent of the Administrative Agent, exercise any rights
      under any Hedging Agreement or Hedge Transaction, except for the
      Borrower’s right under any Hedging Agreement to enter into Hedge
      Transactions in order to meet the Borrower’s obligations under Section
      5.2(a) hereof.  Nothing herein shall have the effect of releasing
      the Borrower from any of its obligations under any Hedging Agreement or
      any Hedge Transaction, nor be construed as requiring the consent of the
      Administrative Agent or any Secured Party for the performance by the
      Borrower of any such obligations.
    

    
      ARTICLE VI  

SECURITY INTEREST
    

    
      Section 6.1  Security Interest.
    

    
      As collateral security for the prompt, complete and indefeasible payment
      and performance in full when due, whether by lapse of time, acceleration
      or otherwise, of the Obligations, the Borrower hereby assigns, pledges
      and grants to the Administrative Agent, as agent for the Secured
      Parties, a lien on and security interest in all of the Borrower’s right,
      title and interest in, to and under (but none of its obligations under)
      the Collateral, whether now existing or owned or hereafter arising or
      acquired by the Borrower, and wherever located.  The assignment under
      this Section 6.1 does not constitute and is not intended to
      result in a creation or an assumption by the Administrative Agent, the
      Managing Agents or any of the Secured Parties of any obligation of the
      Borrower or any other Person in connection with any or all of the
      Collateral or under any agreement or instrument relating
      thereto.  Anything herein to the contrary notwithstanding, (a) the
      Borrower shall remain liable under the Transferred Loans to the extent
      set forth therein to perform all of its duties and obligations
      thereunder to the same extent as if this Agreement had not been
      executed, (b) the exercise by the Administrative Agent, as agent for the
      Secured Parties, of any of its rights in the Collateral shall not
      release the Borrower from any of its duties or obligations under the
      Collateral, and (c) none of the Administrative Agent, the Managing
      Agents or any Secured Party shall have any obligations or liability
      under the Collateral by reason of this Agreement, nor shall the
      Administrative Agent, the Managing Agents or any Secured Party be
      obligated to perform any of the obligations or duties of the Borrower
      thereunder or to take any action to collect or enforce any claim for
      payment assigned hereunder.
    

    

    

    
      
        

        

      

      
        
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      Section 6.2  Remedies.
    

    
      The Administrative Agent (for itself and on behalf of the other Secured
      Parties) shall have all of the rights and remedies of a secured party
      under the UCC and other Applicable Law.  Upon the occurrence and during
      the continuance of an Early Termination Event, the Administrative Agent
      or its designees may (i) deliver a notice of exclusive control to the
      Collateral Custodian; (ii) instruct the Collateral Custodian to deliver
      any or all of the Collateral to the Administrative Agent or its
      designees and otherwise give all instructions and entitlement orders to
      the Collateral Custodian regarding the Collateral; (iii) require that
      the Borrower or the Collateral Custodian immediately take action to
      liquidate the Collateral to pay amounts due and payable in respect of
      the Obligations; (iv) sell or otherwise dispose of the Collateral in a
      commercially reasonable manner, all without judicial process or
      proceedings; (v) take control of the Proceeds of any such Collateral;
      (vi) exercise any consensual or voting rights in respect of the
      Collateral; (vii) release, make extensions, discharges, exchanges or
      substitutions for, or surrender all or any part of the Collateral;
      (viii) enforce the Borrower’s rights and remedies under the Custody
      Agreement with respect to the Collateral; (ix) institute and prosecute
      legal and equitable proceedings to enforce collection of, or realize
      upon, any of the Collateral; (x) remove from the Borrower’s, the
      Servicer’s, the Collateral Custodian’s and their respective agents’
      place of business all books, records and documents relating to the
      Collateral; and/or (xi) endorse the name of the Borrower upon any items
      of payment relating to the Collateral or upon any proof of claim in
      bankruptcy against an account debtor.  For purposes of taking the
      actions described in subsections (i) through (xi) of this Section
      6.2 the Borrower hereby irrevocably appoints the Administrative
      Agent as its attorney-in-fact (which appointment being coupled with an
      interest is irrevocable while any of the Obligations remain unpaid),
      with power of substitution, in the name of the Administrative Agent or
      in the name of the Borrower or otherwise, for the use and benefit of the
      Administrative Agent, but at the cost and expense of the Borrower and
      without notice to the Borrower; provided that the Administrative Agent
      hereby agrees to exercise such power only so long as an Early
      Termination Event shall be continuing.
    

    
      Section 6.3  Release of Liens.
    

    
             (a)  If (i) the Borrowing Base Test is met, and (ii) no Early
      Termination Event or Unmatured Termination Event has occurred and is
      continuing, at the same time as any Loan that is part of the Collateral
      expires by its terms and all amounts in respect thereof have been paid
      by the related Obligor and deposited in the Collection Account, the
      Administrative Agent as agent for the Secured Parties will, to the
      extent requested by the Borrower or the Servicer on behalf of the
      Borrower, release its interest in such Loan and any Supplemental
      Interests related thereto.  In connection with any such release on or
      after the occurrence of the above, the Administrative Agent, as agent
      for the Secured Parties, will execute and deliver to the Borrower or the
      Servicer on behalf of the Borrower any termination statements and any
      other releases and instruments as the Borrower or the Servicer on behalf
      of the Borrower may reasonably request in order to effect the release of
      such Loan and Supplemental Interest; provided, that, the
      Administrative Agent as agent for the Secured Parties will make no
      representation or warranty, express or implied, with respect to any such
      Loan or Supplemental Interest in connection with such sale or transfer
      and assignment.
    

    

    

    
      
        

        

      

      
        
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             (b)  Upon any request for a release of certain Loans in
      connection with a proposed Securitization, if, upon application of the
      proceeds of such transaction in accordance with Section 2.8
      either (x) all Advances Outstanding hereunder shall have been or reduced
      to zero or (y) (i) the Required Equity Investment shall be maintained,
      (ii) the Borrowing Base Test shall be met, (iii) the Collateral Quality
      Test shall be met and (iv) no Early Termination Event or Unmatured
      Termination Event shall result therefrom or shall have occurred and be
      continuing, the Administrative Agent as agent for the Secured Parties
      will, to the extent requested by the Borrower or the Servicer on behalf
      of the Borrower, release its interest in such Loan and any Supplemental
      Interests related thereto.  In connection with any such release on or
      after the occurrence of the above, the Administrative Agent, as agent
      for the Secured Parties, will execute and deliver to the Borrower or the
      Servicer on behalf of the Borrower any termination statements and any
      other releases and instruments as the Borrower or the Servicer on behalf
      of the Borrower may reasonably request in order to effect the release of
      such Loan and Supplemental Interest; provided, that, the Administrative
      Agent as agent for the Secured Parties will make no representation or
      warranty, express or implied, with respect to any such Loan or
      Supplemental Interest in connection with such sale or transfer and
      assignment.
    

    
             (c)  Upon receipt by the Administrative Agent of the Proceeds of
      a repurchase of an Ineligible Loan (as such term is defined in the
      Purchase Agreement) by the Originator pursuant to the terms of Section
      6.1 of the Purchase Agreement, the Administrative Agent, as agent for
      the Secured Parties, shall be deemed to have automatically released its
      interest in such Ineligible Loan and any Supplemental Interests related
      thereto without any further action on its part.  In connection with any
      such release on or after the occurrence of such repurchase, the
      Administrative Agent, as agent for the Secured Parties, will execute and
      deliver to the Borrower or the Servicer on behalf of the Borrower any
      releases and instruments as the Borrower or the Servicer on behalf of
      the Borrower may reasonably request in order to effect the release of
      such Ineligible Loan and Supplemental Interest.
    

    
             (d)  Upon receipt by the Administrative Agent of the Proceeds of
      a purchase of a Transferred Loan pursuant to the terms of Section 7.7,
      the Administrative Agent, as agent for the Secured Parties, shall be
      deemed to have automatically released its interest in such Transferred
      Loan and any Supplemental Interests related thereto without any further
      action on its part.  In connection with any such release on or after the
      occurrence of such purchase, the Administrative Agent, as agent for the
      Secured Parties, will execute and deliver to the Borrower or the
      Servicer on behalf of the Borrower any releases and instruments as the
      Borrower or the Servicer on behalf of the Borrower may reasonably
      request in order to effect the release of such Transferred Loan and
      Supplemental Interest.
    

    

    

    
      
        

        

      

      
        
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      Section 6.4  Assignment of the Purchase Agreement.
    

    
      The Borrower hereby represents, warrants and confirms to the
      Administrative Agent that the Borrower has assigned to the
      Administrative Agent, for the ratable benefit of the Secured Parties
      hereunder, all of the Borrower’s right and title to and interest in the
      Purchase Agreement.  The Borrower confirms that following an Early
      Termination Event the Administrative Agent shall have the sole right to
      enforce the Borrower’s rights and remedies under the Purchase Agreement
      for the benefit of the Secured Parties, but without any obligation on
      the part of the Administrative Agent, the Secured Parties or any of
      their respective Affiliates to perform any of the obligations of the
      Borrower under the Purchase Agreement.  The Borrower further confirms
      and agrees that such assignment to the Administrative Agent shall
      terminate upon the Collection Date; provided, however,
      that the rights of the Administrative Agent and the Secured Parties
      pursuant to such assignment with respect to rights and remedies in
      connection with any indemnities and any breach of any representation,
      warranty or covenants made by the Originator pursuant to the Purchase
      Agreement, which rights and remedies survive the Termination of the
      Purchase Agreement, shall be continuing and shall survive any
      termination of such assignment.
    

    
      ARTICLE VII  

ADMINISTRATION AND SERVICING OF LOANS
    

    
      Section 7.1  Appointment of the Servicer.
    

    
      The Borrower hereby appoints the Servicer to service the Transferred
      Loans and enforce its respective rights and interests in and under each
      Transferred Loan in accordance with the terms and conditions of this Article
      VII and to serve in such capacity until the termination of its
      responsibilities pursuant to Section 7.18.  The Servicer hereby
      agrees to perform the duties and obligations with respect thereto set
      forth herein. The Servicer and the Borrower hereby acknowledge that the
      Administrative Agent and the Secured Parties are third party
      beneficiaries of the obligations undertaken by the Servicer hereunder.
    

    
      Section 7.2  Duties and Responsibilities of the Servicer.
    

    
             (a)  The Servicer shall conduct the servicing, administration and
      collection of the Transferred Loans and shall take, or cause to be
      taken, all such actions as may be necessary or advisable to service,
      administer and collect Transferred Loans from time to time on behalf of
      the Borrower and as the Borrower’s agent.
    

    
             (b)  The duties of the Servicer, as the Borrower’s agent, shall
      include, without limitation:
    

    
                     (i)  preparing and submitting of claims to, and
      post-billing liaison with, Obligors on Transferred Loans;
    

    
                    (ii)  maintaining all necessary Servicing Records with
      respect to the Transferred Loans and providing such reports to the
      Borrower, the Managing Agents and the Administrative Agent in respect of
      the servicing of the Transferred Loans (including information relating
      to its performance under this Agreement) as may be required hereunder or
      as the Borrower, any Managing Agent or the Administrative Agent may
      reasonably request;
    

    

    

    
      
        

        

      

      
        
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                   (iii)  maintaining and implementing administrative and
      operating procedures (including, without limitation, an ability to
      recreate Servicing Records evidencing the Transferred Loans in the event
      of the destruction of the originals thereof) and keeping and maintaining
      all documents, books, records and other information reasonably necessary
      or advisable for the collection of the Transferred Loans (including,
      without limitation, records adequate to permit the identification of
      each new Transferred Loan and all Collections of and adjustments to each
      existing Transferred Loan); provided, however, that any
      Successor Servicer shall only be required to recreate the Servicing
      Records of each prior Servicer to the extent such records have been
      delivered to it in a format reasonably acceptable to such Successor
      Servicer;
    

    
                    (iv)  promptly delivering to the Borrower, any Managing
      Agent or the Administrative Agent, from time to time, such information
      and Servicing Records (including information relating to its performance
      under this Agreement) as the Borrower, such Managing Agent or the
      Administrative Agent from time to time reasonably request;
    

    
                     (v)  identifying each Transferred Loan clearly and
      unambiguously in its Servicing Records to reflect that such Transferred
      Loan is owned by the Borrower and pledged to the Administrative Agent;
    

    
                    (vi)  complying in all material respects with the Credit
      and Collection Policy in regard to each Transferred Loan;
    

    
                   (vii)  complying in all material respects with all
      Applicable Laws with respect to it, its business and properties and all
      Transferred Loans and Collections with respect thereto;
    

    
                  (viii)  preserving and maintaining its existence, rights,
      licenses, franchises and privileges as a corporation in the jurisdiction
      of its organization, and qualifying and remaining qualified in good
      standing as a foreign corporation and qualifying to and remaining
      authorized and licensed to perform obligations as Servicer (including
      enforcement of collection of Transferred Loans on behalf of the
      Borrower, Lenders, each Hedge Counterparty and the Collateral Custodian)
      in each jurisdiction where the failure to preserve and maintain such
      existence, rights, franchises, privileges and qualification would
      materially adversely affect (A) the rights or interests of the Borrower,
      Lenders, each Hedge Counterparty and the Collateral Custodian in the
      Transferred Loans, (B) the collectibility of any Transferred Loan, or
      (C) the ability of the Servicer to perform its obligations hereunder; and
    

    
                    (ix)  notifying the Borrower, each Managing Agent and the
      Administrative Agent of any material action, suit, proceeding, dispute,
      offset deduction, defense or counterclaim that is or is threatened to be
      (A) asserted by an Obligor with respect to any Transferred Loan; or (B)
      reasonably expected to have a Material Adverse Effect; and
    

    

    

    
      
        

        

      

      
        
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             (c)  The Borrower and Servicer hereby acknowledge that the
      Secured Parties, the Administrative Agent and the Collateral Custodian
      shall not have any obligation or liability with respect to any
      Transferred Loans, nor shall any of them be obligated to perform any of
      the obligations of the Servicer hereunder.
    

    
      Section 7.3  Authorization of the Servicer.
    

    
             (a)  Each of the Borrower, each Managing Agent, on behalf of
      itself and the related Lenders, the Administrative Agent and each Hedge
      Counterparty hereby authorizes the Servicer (including any successor
      thereto) to take any and all reasonable steps in its name and on its
      behalf necessary or desirable and not inconsistent with the pledge of
      the Transferred Loans to the Lender, each Hedge Counterparty, and the
      Collateral Custodian, in the determination of the Servicer, to collect
      all amounts due under any and all Transferred Loans, including, without
      limitation, endorsing any of their names on checks and other instruments
      representing Collections, executing and delivering any and all
      instruments of satisfaction or cancellation, or of partial or full
      release or discharge, and all other comparable instruments, with respect
      to the Transferred Loans and, after the delinquency of any Transferred
      Loan and to the extent permitted under and in compliance with Applicable
      Law, to commence proceedings with respect to enforcing payment thereof,
      to the same extent as the Originator could have done if it had continued
      to own such Loan.  The Borrower shall furnish the Servicer (and any
      successors thereto) with any powers of attorney and other documents
      necessary or appropriate to enable the Servicer to carry out its
      servicing and administrative duties hereunder, and shall cooperate with
      the Servicer to the fullest extent in order to ensure the collectibility
      of the Transferred Loans.  In no event shall the Servicer be entitled to
      make the Borrower, any Lender, any Managing Agent, any Hedge
      Counterparty, the Collateral Custodian or the Administrative Agent a
      party to any litigation without such party’s express prior written
      consent, or to make the Borrower a party to any litigation (other than
      any routine foreclosure or similar collection procedure) without the
      Administrative Agent’s consent.
    

    
             (b)  After an Early Termination Event has occurred and is
      continuing, at the Administrative Agent’s direction, the Servicer shall
      take such action as the Administrative Agent may deem necessary or
      advisable to enforce collection of the Transferred Loans; provided,
      however, that the Administrative Agent may, at any time that an
      Early Termination Event has occurred and is continuing, notify any
      Obligor with respect to any Transferred Loans of the assignment of such
      Transferred Loans to the Administrative Agent and direct that payments
      of all amounts due or to become due to the Borrower thereunder be made
      directly to the Administrative Agent or any servicer, collection agent
      or lock-box or other account designated by the Administrative Agent and,
      upon such notification and at the expense of the Borrower, the
      Administrative Agent may enforce collection of any such Transferred
      Loans and adjust, settle or compromise the amount or payment
      thereof.  The Administrative Agent shall give written notice to any
      Successor Servicer of the Administrative Agent’s actions or directions
      pursuant to this Section 7.3(b), and no Successor Servicer shall
      take any actions pursuant to this Section 7.3(b) that are outside
      of its Credit and Collection Policy.
    

    

    

    
      
        

        

      

      
        
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      Section 7.4  Collection of Payments.
    

    
             (a)  Collection
      Efforts, Modification of Loans.  The Servicer will make reasonable
      efforts to collect all payments called for under the terms and
      provisions of the Transferred Loans as and when the same become due, and
      will follow those collection procedures which it follows with respect to
      all comparable Loans that it services for itself or others.  The
      Servicer may not waive, modify or otherwise vary any provision of a
      Transferred Loan, except as may be in accordance with the provisions of
      the Credit and Collection Policy, including the waiver of any late
      payment charge or any other fees that may be collected in the ordinary
      course of servicing any Loan included in the Collateral.
    

    
             (b)  Acceleration.  The
      Servicer shall accelerate the maturity of all or any Scheduled Payments
      under any Transferred Loan under which a default under the terms thereof
      has occurred and is continuing (after the lapse of any applicable grace
      period) promptly after such Loan becomes a Defaulted Loan or such
      earlier or later time as is consistent with the Credit and Collection
      Policy.
    

    
             (c)  Taxes and
      other Amounts.  To the extent provided for in any Transferred Loan,
      the Servicer will use its best efforts to collect all payments with
      respect to amounts due for taxes, assessments and insurance premiums
      relating to such Transferred Loans or the Related Property and remit
      such amounts to the appropriate Governmental Authority or insurer on or
      prior to the date such payments are due.
    

    
             (d)  Payments to
      Lock-Box Account: On or before the Closing Date, the Servicer shall
      have instructed all Obligors to make all payments in respect of Loans
      included in the Collateral to a Lock-Box or directly to a Lock-Box
      Account or the Collection Account.
    

    
             (e)  Establishment
      of the Collection Account.  The Borrower or the Servicer on its
      behalf shall cause to be established, on or before the Closing Date, and
      maintained in the name of the Borrower and assigned to the
      Administrative Agent as agent for the Secured Parties, with an office or
      branch of a depository institution or trust company organized under the
      laws of the United States or any one of the States thereof or the
      District of Columbia (or any domestic branch of a foreign bank) a
      segregated corporate trust account (the “Collection Account”)
      for the purpose of receiving Collections from the Collateral; provided,
      however, that at all times such depository institution or trust
      company shall be a depository institution organized under the laws of
      the United States or any one of the States thereof or the District of
      Columbia (or any domestic branch of a foreign bank), (i) (A) that has
      either (1) a long-term unsecured debt rating of A- or better by S&P and
      A-3 or better by Moody’s or (2) a short-term unsecured debt rating or
      certificate of deposit rating of A-1 or better by S&P or P-1 or better
      by Moody’s, (B) the parent corporation of which has either (1) a
      long-term unsecured debt rating of A- or better by S&P and A-3 or better
      by Moody’s or (2) a short-term unsecured debt rating or certificate of
      deposit rating of A-1 or better by S&P and P-1 or better by Moody’s or
      (C) is otherwise acceptable to the Administrative Agent and (ii) whose
      deposits are insured by the Federal Deposit Insurance Corporation (any
      such depository institution or trust company, a “Qualified
      Institution”).
    

    
             (f)  Adjustments.  If
      (i) the Servicer makes a deposit into the Collection Account in respect
      of a Collection of a Loan in the Collateral and such Collection was
      received by the Servicer in the form of a check that is not honored for
      any reason or (ii) the Servicer makes a mistake with respect to the
      amount of any Collection and deposits an amount that is less than or
      more than the actual amount of such Collection, the Servicer shall
      appropriately adjust the amount subsequently deposited into the
      Collection Account to reflect such dishonored check or mistake.  Any
      Scheduled Payment in respect of which a dishonored check is received
      shall be deemed not to have been paid.
    

    

    

    
      
        

        

      

      
        
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      Section 7.5  Servicer Advances.
    

    
      For each Settlement Period, if the Servicer determines that any
      Scheduled Payment (or portion thereof) that was due and payable pursuant
      to a Loan included in the Collateral during such Settlement Period was
      not received prior to the end of such Settlement Period, the Servicer
      may, but shall not be obligated to, make an advance in an amount up to
      the amount of such delinquent Scheduled Payment (or portion thereof) to
      the extent that the Servicer reasonably expects to be reimbursed for
      such advance; in addition, if on any day there are not sufficient funds
      on deposit in the Collection Account to pay accrued Interest on any
      Advance the Settlement Period of which ends on such day, the Servicer
      may make an advance in the amount necessary to pay such Interest (in
      either case, any such advance, a “Servicer Advance”).  Notwithstanding
      the preceding sentence, any Successor Servicer will not be obligated to
      make any Servicer Advances.  The Servicer will deposit any Servicer
      Advances into the Collection Account on or prior to 11:00 a.m. (New York
      City time) on the related Payment Date, in immediately available funds.
    

    
      Section 7.6  Realization Upon Defaulted Loans or
      Charged-Off Loans.
    

    
      The Servicer will use reasonable efforts to repossess or otherwise
      comparably convert the ownership of any Related Property with respect to
      a Defaulted Loan or Charged-Off Loan and will act as sales and
      processing agent for Related Property that it repossesses.  The Servicer
      will follow the practices and procedures set forth in the Credit and
      Collection Policy in order to realize upon such Related
      Property.  Without limiting the foregoing, the Servicer may sell any
      such Related Property with respect any Defaulted Loan or Charged-Off
      Loan to the Servicer or its Affiliates for a purchase price equal to the
      then fair market value thereof; any such sale to be evidenced by a
      certificate of a Responsible Officer of the Servicer delivered to the
      Administrative Agent identifying the Defaulted Loan or Charged-Off Loan
      and the Related Property, setting forth the sale price of the Related
      Property and certifying that such sale price is the fair market value of
      such Related Property.  In any case in which any such Related Property
      has suffered damage, the Servicer will not expend funds in connection
      with any repair or toward the repossession of such Related Property
      unless it reasonably determines that such repair and/or repossession
      will increase the Recoveries by an amount greater than the amount of
      such expenses.  The Servicer will remit to the Collection Account the
      Recoveries received in connection with the sale or disposition of
      Related Property with respect to a Defaulted Loan or Charged-Off Loan.
    

    
      Section 7.7  Optional Repurchase of Transferred Loans.
    

    
             (a)  The Servicer may, at any time, notify the Borrower and the
      Administrative Agent that it (or its assignee) is requesting to purchase
      any Transferred Loan with respect to which the Borrower or any Affiliate
      of the Borrower has received notice of the related Obligor’s intention
      to prepay such Transferred Loan in full within a period of not more than
      sixty (60) days from the date of such notification.
    

    

    

    
      
        

        

      

      
        
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             (b)  Either of the Originator or the Servicer (or its assignee)
      may, at its sole option, with respect to any Transferred Loan that it
      determines, in the exercise of its reasonable discretion, will likely
      become a Defaulted Loan or a Charged-Off Loan, or that has become a
      Defaulted Loan or a Charged-Off Loan, notify the Borrower and the
      Administrative Agent that it is requesting to purchase each such
      Transferred Loan; provided, however, that no more than six
      Transferred Loans may be purchased pursuant to this paragraph (b)
      during the term of this Agreement.
    

    
             (c)  The Servicer (or its assignee) may request purchase of a
      Transferred Loan pursuant to paragraph (a) or (b) above,
      and the Originator may request purchase of a Transferred Loan pursuant
      to paragraph (b) above, by providing five (5) Business Days’ prior
      written notice to Borrower and the Administrative Agent.  The Borrower
      may agree to such purchase with the consent of the Administrative Agent
      (which consent shall not be unreasonably withheld).  With respect to any
      such purchase of a Transferred Loan, the party providing the required
      written notice shall, on the date of purchase, remit to the Borrower in
      immediately available funds an amount equal to the Repurchase Price
      therefor.  Upon each purchase of a Transferred Loan pursuant to this Section
      7.7, the Borrower shall automatically and without further action be
      deemed to transfer, assign and set-over to the purchaser thereof all the
      right, title and interest of the Borrower in, to and under such
      Transferred Loan and all monies due or to become due with respect
      thereto, all proceeds thereof and all rights to security for any such
      Transferred Loan, and all proceeds and products of the foregoing, free
      and clear of any Lien created pursuant to this Agreement, all of the
      Borrower’s right, title and interest in such Transferred Loan, including
      any related Supplemental Interests.  Each Lender shall receive five (5)
      Business Days’ notice of any repurchase that results in a prepayment of
      all or a portion of any Advance.
    

    
             (d)  The Borrower shall, at the sole expense of the party
      purchasing any Transferred Loan, execute such documents and instruments
      of transfer as may be prepared by such party and take such other actions
      as shall reasonably be requested by such party to effect the transfer of
      such Transferred Loan pursuant to this Section 7.7.
    

    
      Section 7.8  Representations and Warranties of the
      Servicer.
    

    
             The initial Servicer, and any Successor Servicer (mutatis
      mutandis), hereby represents and warrants as follows:
    

    
             (a)  Organization
      and Good Standing.  The Servicer is a corporation duly organized,
      validly existing and in good standing under the laws of the jurisdiction
      of its incorporation with all requisite corporate power and authority to
      own its properties and to conduct its business as presently conducted
      and to enter into and perform its obligations pursuant to this Agreement.
    

    
             (b)  Due
      Qualification.  The Servicer is qualified to do business as a
      corporation, is in good standing, and has obtained all licenses and
      approvals as required under the laws of all jurisdictions in which the
      ownership or lease of its property and or the conduct of its business
      (other than the performance of its obligations hereunder) requires such
      qualification, standing, license or approval, except to the extent that
      the failure to so qualify, maintain such standing or be so licensed or
      approved would not have an adverse effect on the interests of the
      Borrower or of the Lenders.  The Servicer is qualified to do business as
      a corporation, is in good standing, and has obtained all licenses and
      approvals as required under the laws of all states in which the
      performance of its obligations pursuant to this Agreement requires such
      qualification, standing, license or approval and where the failure to
      qualify or obtain such license or approval would have material adverse
      effect on its ability to perform hereunder.
    

    

    

    
      
        

        

      

      
        
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             (c)  Power and
      Authority.  The Servicer has the corporate power and authority to
      execute and deliver this Agreement and to carry out its terms.  The
      Servicer has duly authorized the execution, delivery and performance of
      this Agreement by all requisite corporate action.
    

    
             (d)  No Violation.  The
      consummation of the transactions contemplated by, and the fulfillment of
      the terms of, this Agreement by the Servicer (with or without notice or
      lapse of time) will not (i) conflict with, result in any breach of any
      of the terms or provisions of, or constitute a default under, the
      articles of incorporation or by-laws of the Servicer, or any Contractual
      Obligation to which the Servicer is a party or by which it or any of its
      property is bound, (ii) result in the creation or imposition of any
      Adverse Claim upon any of its properties pursuant to the terms of any
      such Contractual Obligation (other than this Agreement), or (iii)
      violate any Applicable Law.
    

    
             (e)  No Consent.  No
      consent, approval, authorization, order, registration, filing,
      qualification, license or permit of or with any Governmental Authority
      having jurisdiction over the Servicer or any of its properties is
      required to be obtained by or with respect to the Servicer in order for
      the Servicer to enter into this Agreement or perform its obligations
      hereunder.
    

    
             (f)  Binding
      Obligation.  This Agreement constitutes a legal, valid and binding
      obligation of the Servicer, enforceable against the Servicer in
      accordance with its terms, except as such enforceability may be limited
      by (i) applicable Insolvency Laws and (ii) general principles of equity
      (whether considered in a suit at law or in equity).
    

    
             (g)  No Proceeding.  There
      are no proceedings or investigations pending or threatened against the
      Servicer, before any Governmental Authority (i) asserting the invalidity
      of this Agreement, (ii) seeking to prevent the consummation of any of
      the transactions contemplated by this Agreement or (iii) seeking any
      determination or ruling that might (in the reasonable judgment of the
      Servicer) have a Material Adverse Effect.
    

    
             (h)  Reports
      Accurate.  All Servicer Certificates, Monthly Reports, information,
      exhibits, financial statements, documents, books, Servicer Records or
      other reports furnished or to be furnished by the Servicer to the
      Administrative Agent or a Lender in connection with this Agreement are
      and will be accurate, true and correct in all material respects.
    

    
      Section 7.9  Covenants of the Servicer.
    

    
             The Servicer hereby covenants that:
    

    

    

    
      
        

        

      

      
        
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             (a)  Compliance
      with Law.  The Servicer will comply in all material respects with
      all Applicable Laws, including those with respect to the Transferred
      Loans and Related Property and Loan Documents or any part thereof.
    

    
             (b)  Preservation
      of Corporate Existence.  The Servicer will preserve and maintain its
      corporate existence, rights, franchises and privileges in the
      jurisdiction of its formation, and qualify and remain qualified in good
      standing as a foreign corporation in each jurisdiction where the failure
      to maintain such existence, rights, franchises, privileges and
      qualification has had, or could reasonably be expected to have, a
      Material Adverse Effect.
    

    
             (c)  Obligations
      with Respect to Loans.  The Servicer will duly fulfill and comply
      with all material obligations on the part of the Borrower to be
      fulfilled or complied with under or in connection with each Loan and
      will do nothing to impair the rights of the Borrower or the
      Administrative Agent as agent for the Secured Parties or of the Secured
      Parties in, to and under the Collateral.
    

    
             (d)  Preservation
      of Security Interest.  The Servicer on behalf of the Borrower will
      execute and file (or cause the execution and filing of) such financing
      and continuation statements and any other documents that may be required
      by any law or regulation of any Governmental Authority to preserve and
      protect fully the interest of the Administrative Agent as agent for the
      Secured Parties in, to and under the Collateral.
    

    
             (e)  No
      Bankruptcy Petition.  With respect to any CP Lender, prior to the
      date that is one year and one (1) day after the payment in full of all
      amounts owing in respect of all outstanding commercial paper issued by
      such CP Lender and, with respect to the Borrower, prior to the date that
      is one year and one (1) day after the Collection Date, the Servicer will
      not institute against the Borrower or such CP Lender, or join any other
      Person in instituting against the Borrower or such CP Lender, any
      bankruptcy, reorganization, arrangement, insolvency or liquidation
      proceedings or other similar proceedings under the laws of the United
      States or any state of the United States.  This Section
      7.9(e) will survive the termination of this Agreement.
    

    
             (f)  Change of
      Name or Jurisdiction; Records.  The Servicer (i) shall not change
      its name or jurisdiction of incorporation, without thirty (30) days’
      prior written notice to the Borrower and the Administrative Agent, and
      (ii) shall not move, or consent to the Collateral Custodian moving, the
      Loan Documents relating to the Transferred Loans without thirty (30)
      days’ prior written notice to the Borrower and the Administrative Agent
      and, in either case, will promptly take all actions required of each
      relevant jurisdiction in order to continue the first priority perfected
      security interest of the Administrative Agent as agent for the Secured
      Parties on all collateral, and such other actions as the Administrative
      Agent may reasonably request, including but not limited to delivery of
      an Opinion of Counsel.
    

    
             (g)  Credit and
      Collection Policy.  The Servicer will (i) comply in all material
      respects with the Credit and Collection Policy in regard to each
      Transferred Loan and (ii) furnish to each Managing Agent and the
      Administrative Agent, at least twenty (20) days prior to its proposed
      effective date, prompt notice of any material change in the Credit and
      Collection Policy.  The Servicer will not agree or otherwise permit to
      occur any material change in the Credit and Collection Policy, which
      change would impair the collectibility of any Transferred Loan or
      otherwise adversely affect the interests or remedies of the
      Administrative Agent or the Secured Parties under this Agreement or any
      other Transaction Document, without the prior written consent of the
      Administrative Agent (in its sole discretion).
    

    

    

    
      
        

        

      

      
        
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             (h)  Early
      Termination Events.  The Servicer will furnish to each Managing
      Agent and the Administrative Agent, as soon as possible and in any event
      within three (3) Business Days after the occurrence of each Early
      Termination Event or Unmatured Termination Event, a written statement
      setting forth the details of such event and the action that the Servicer
      proposes to take with respect thereto.
    

    
             (i)  Extension or
      Amendment of Loans.  The Servicer will not, except as otherwise
      permitted in Section 7.4(a), extend, amend or otherwise modify
      the terms of any Transferred Loan.
    

    
             (j)  Other.  The
      Servicer will furnish to the Borrower, any Managing Agent and the
      Administrative Agent such other information, documents records or
      reports respecting the Transferred Loans or the condition or operations,
      financial or otherwise of the Servicer as the Borrower, such Managing
      Agent or the Administrative Agent may from time to time reasonably
      request in order to protect the respective interests of the Borrower,
      such Managing Agent, the Administrative Agent or the Secured Parties
      under or as contemplated by this Agreement.
    

    
             (k)  Subordination
      Events.  The Servicer will not engage or permit any Affiliate to
      engage in any activities relating to any Obligor and/or with respect to
      any Loan that would subject a Loan to the risk of a Subordination Event.
    

    
             (l)  Compliance
      With Loan Documents.  The Servicer will, on behalf of the Borrower,
      act in strict conformity with all material terms and conditions of the
      Loan Documents, including the prompt enforcement of the Borrower’s
      rights thereunder.  
    

    
      Section 7.10  Payment of Certain Expenses by Servicer.
    

    
      The Servicer, so long as it shall be an Affiliate of the Borrower, will
      be required to pay all expenses incurred by it in connection with its
      activities under this Agreement, including fees and disbursements of
      legal counsel and independent accountants, Taxes imposed on the
      Servicer, expenses incurred in connection with payments and reports
      pursuant to this Agreement, and all other fees and expenses not
      expressly stated under this Agreement for the account of the
      Borrower.  In consideration for the payment by the Borrower of the
      Servicing Fee, the Servicer will be required to pay: (a) all reasonable
      fees and expenses owing to any bank or trust company in connection with
      the maintenance of the Collection Account; (b) the Backup Servicer Fee
      pursuant to the Backup Servicing Agreement; and (c) the Collateral
      Custodian Fee pursuant to the Custody Agreement.  The Servicer shall be
      required to pay such expenses for its own account and shall not be
      entitled to any payment therefor other than the Servicing Fee.
    

    
      Section 7.11  Reports.
    

    
             (a)  Monthly
      Report.  With respect to each Determination Date and the related
      Settlement Period, the Servicer will provide to the Borrower, the Backup
      Servicer, each Managing Agent and the Administrative Agent, on the
      related Reporting Date, a monthly statement (a “Monthly Report”)
      signed by a Responsible Officer of the Servicer and substantially in the
      form of Exhibit E.  Except as otherwise set forth in the Backup
      Servicing Agreement, the Backup Servicer shall have no obligation to
      review any information in the Monthly Report.
    

    

    

    
      
        

        

      

      
        
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             (b)  Servicer
      Certificate.  Together with each Monthly Report, the Servicer shall
      submit to the Borrower, the Backup Servicer, each Managing Agent and the
      Administrative Agent a certificate (a “Servicer’s Certificate”),
      signed by a Responsible Officer of the Servicer and substantially in the
      form of Exhibit F.  Except as otherwise set forth in the Backup
      Servicing Agreement, the Backup Servicer shall have no obligation to
      review any information in the Servicer Certificate.
    

    
             (c)  Financial
      Statements.  The Borrower will submit to the Backup Servicer, each
      Managing Agent and the Administrative Agent, promptly upon receipt
      thereof, the quarterly and annual financial statements received from the
      Originator pursuant to Section 5.1(a) of the Purchase Agreement.  Except
      as otherwise set forth in the Backup Servicing Agreement, the Backup
      Servicer shall have no duty to review any of the financial information
      set forth in such financial statements.
    

    
      Section 7.12  Annual Statement as to Compliance.
    

    
      The Servicer will provide to the Borrower, each Managing Agent, the
      Administrative Agent, and the Backup Servicer, within ninety (90) days
      following the end of each fiscal year of the Servicer, commencing with
      the fiscal year ending on March 31, 2008, an annual report signed by a
      Responsible Officer of the Servicer certifying that (a) a review of the
      activities of the Servicer, and the Servicer’s performance pursuant to
      this Agreement, for the period ending on the last day of such fiscal
      year has been made under such Person’s supervision and (b) the Servicer
      has performed or has caused to be performed in all material respects all
      of its obligations under this Agreement throughout such year and no
      Servicer Termination Event has occurred and is continuing (or if a
      Servicer Termination Event has so occurred and is continuing, specifying
      each such event, the nature and status thereof and the steps necessary
      to remedy such event, and, if a Servicer Termination Event occurred
      during such year and no notice thereof has been given to the
      Administrative Agent, specifying such Servicer Termination Event and the
      steps taken to remedy such event).
    

    
      Section 7.13  Limitation on Liability of the Servicer
      and Others.
    

    
      Except as provided herein, neither the Servicer (including any Successor
      Servicer) nor any of the directors or officers or employees or agents of
      the Servicer shall be under any liability to the Borrower, the
      Administrative Agent, the Lenders or any other Person for any action
      taken or for refraining from the taking of any action expressly provided
      for in this Agreement; provided, however, that this
      provision shall not protect the Servicer or any such Person against any
      liability that would otherwise be imposed by reason of its willful
      misfeasance, bad faith or gross negligence in the performance of duties
      or by reason of its willful misconduct hereunder.
    

    
      The Servicer shall not be under any obligation to appear in, prosecute
      or defend any legal action that is not incidental to its duties to
      service the Transferred Loans in accordance with this Agreement that in
      its reasonable opinion may involve it in any expense or liability.  The
      Servicer may, in its sole discretion, undertake any legal action
      relating to the servicing, collection or administration of Transferred
      Loans and the Related Property that it may reasonably deem necessary or
      appropriate for the benefit of the Borrower and the Secured Parties with
      respect to this Agreement and the rights and duties of the parties
      hereto and the respective interests of the Borrower and the Secured
      Parties hereunder.
    

    

    

    
      
        

        

      

      
        
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      Section 7.14  The Servicer Not to Resign.
    

    
      The Servicer shall not resign from the obligations and duties hereby
      imposed on it except upon its determination that (i) the performance of
      its duties hereunder is or becomes impermissible under Applicable Law
      and (ii) there is no reasonable action that it could take to make the
      performance of its duties hereunder permissible under Applicable
      Law.  Any such determination permitting the resignation of the Servicer
      shall be evidenced as to clause (i) above by an Opinion of
      Counsel to such effect delivered to the Borrower and the Administrative
      Agent.  No such resignation shall become effective until a Successor
      Servicer shall have assumed the responsibilities and obligations of the
      Servicer in according with the terms of this Agreement.
    

    
      Section 7.15  Access to Certain Documentation and
      Information Regarding the Loans.
    

    
      The Borrower or the Servicer, as applicable, shall provide to the
      Administrative Agent and each Managing Agent access to the Loan
      Documents and all other documentation regarding the Loans included as
      part of the Collateral and the Related Property, such access being
      afforded without charge but only (i) upon reasonable prior notice, (ii)
      during normal business hours and (iii) subject to the Servicer’s normal
      security and confidentiality procedures.  From and after (x) the
      Effective Date and periodically thereafter at the discretion of the
      Administrative Agent (but in no event limited to fewer than twice per
      calendar year), the Administrative Agent, on behalf of and with the
      input of each Managing Agent, may review the Borrower’s and the
      Servicer’s collection and administration of the Loans in order to assess
      compliance by the Servicer with the Servicer’s written policies and
      procedures, as well as with this Agreement and may conduct an audit of
      the Transferred Loans, Loan Documents and Records in conjunction with
      such a review, which audit shall be reasonable in scope and shall be
      completed in a reasonable period of time and (y) the occurrence, and
      during the continuation of an Early Termination Event, the
      Administrative Agent and each Managing Agent may review the Borrower’s
      and the Servicer’s collection and administration of the Transferred
      Loans in order to assess compliance by the Servicer with the Servicer’s
      written policies and procedures, as well as with this Agreement, which
      review shall not be limited in scope or frequency, nor restricted in
      period.  The Administrative Agent may also conduct an audit (as such
      term is used in clause (x) of this Section 7.15) of the
      Transferred Loans, Loan Documents and Records in conjunction with such a
      review.  The Borrower shall bear the cost of such reviews and audits.
    

    
      Section 7.16  Merger or Consolidation of the Servicer.
    

    
      The Servicer shall not consolidate with or merge into any other Person
      or convey or transfer its properties and assets substantially as an
      entirety to any Person and unless:
    

    

    

    
      
        

        

      

      
        
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                     (i)  the Person formed by such consolidation or into
      which the Servicer is merged or the Person that acquires by conveyance
      or transfer the properties and assets of the Servicer substantially as
      an entirety shall be, if the Servicer is not the surviving entity,
      organized and existing under the laws of the United States or any State
      or the District of Columbia and shall expressly assume, by an agreement
      supplemental hereto, executed and delivered to the Borrower and the
      Administrative Agent in form satisfactory to the Borrower and the
      Administrative Agent, the performance of every covenant and obligation
      of the Servicer hereunder (to the extent that any right, covenant or
      obligation of the Servicer, as applicable hereunder, is inapplicable to
      the successor entity, such successor entity shall be subject to such
      covenant or obligation, or benefit from such right, as would apply, to
      the extent practicable, to such successor entity);
    

    
                    (ii)  the Servicer shall have delivered to the Borrower
      and the Administrative Agent an Officer’s Certificate that such
      consolidation, merger, conveyance or transfer and such supplemental
      agreement comply with this Section 7.16 and that all conditions
      precedent herein provided for relating to such transaction have been
      complied with and an Opinion of Counsel that such supplemental agreement
      is legal, valid and binding with respect to the successor entity and
      that the entity surviving such consolidation, conveyance or transfer is
      organized and existing under the laws of the United States or any State
      or the District of Columbia.  The Borrower and the Administrative Agent
      shall receive prompt written notice of such merger or consolidation of
      the Servicer; and
    

    
                   (iii)  after giving effect thereto, no Early Termination
      Event, Unmatured Termination Event or Servicer Termination Event shall
      have occurred.
    

    
      Section 7.17  Identification of Records.
    

    
      The Servicer shall clearly and unambiguously identify each Loan that is
      part of the Collateral and the Related Property in its computer or other
      records to reflect that the interest in such Loans and Related Property
      have been transferred to and are owned by the Borrower and that the
      Administrative Agent has the interest therein granted by Borrower
      pursuant to this Agreement.
    

    
      Section 7.18  Servicer Termination Events.
    

    
             (a)  If any one of the following events (a “Servicer
      Termination Event”) shall occur and be continuing on any day:
    

    
                     (i)  any failure by the Servicer to make any payment,
      transfer or deposit as required by this Agreement;
    

    
                    (ii)  any failure by the Servicer to give instructions or
      notice to the Borrower, any Managing Agent and/or the Administrative
      Agent as required by this Agreement or to deliver any Required Reports
      hereunder on or before the date occurring two (2) Business Days after
      the date such instructions, notice or report is required to be made or
      given, as the case may be, under the terms of this Agreement;
    

    

    

    
      
        

        

      

      
        
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                   (iii)  any failure on the part of the Servicer duly to
      observe or perform in any material respect any other covenants or
      agreements of the Servicer set forth in this Agreement or any other
      Transaction Document to which it is a party as Servicer that continues
      unremedied for a period of five (5) days after the first to occur of (i)
      the date on which written notice of such failure requiring the same to
      be remedied shall have been given to the Servicer by the Administrative
      Agent, any Managing Agent or the Borrower and (ii) the date on which the
      Servicer becomes or should have become aware thereof;
    

    
                    (iv)  any representation, warranty or certification made
      by the Servicer in this Agreement or in any certificate delivered
      pursuant to this Agreement shall prove to have been false or incorrect
      in any material respect when made;
    

    
                     (v)  the Servicer shall fail to service the Transferred
      Loans in accordance with the Credit and Collection Policy;
    

    
                    (vi)  an Insolvency Event shall occur with respect to the
      Servicer;
    

    
                   (vii)  the Servicer agrees to materially alter the Credit
      and Collection Policy without the prior written consent of the
      Administrative Agent;
    

    
                  (viii)  any financial or asset information reasonably
      requested by the Administrative Agent or any Managing Agent as provided
      herein is not provided as requested within five (5) Business Days (or
      such longer period as the Administrative Agent or such Managing Agent
      may consent to) of the receipt by the Servicer of such request;
    

    
                    (ix)  the rendering against the Servicer of a final
      judgment, decree or order for the payment of money in excess of U.S.
      $5,000,000 (individually or in the aggregate) and the continuance of
      such judgment, decree or order unsatisfied and in effect for any period
      of thirty (30) consecutive days without a stay of execution;
    

    
                     (x)  the failure of the Performance Guarantor to make any
      payment due with respect to aggregate recourse debt or other obligations
      with an aggregate principal amount exceeding U.S. $1,000,000 or the
      occurrence of any event or condition that would permit acceleration of
      such recourse debt or other obligations if such event or condition has
      not been waived;
    

    
                    (xi)  any Guarantor Event of Default shall occur;
    

    
                   (xii)  any Material Adverse Change occurs in the financial
      condition of the Servicer or the collectibility of the Transferred
      Loans; or
    

    
                  (xiii)  any Change-in-Control of the Servicer is made
      without the prior written consent of the Borrower and the Administrative
      Agent;
    

    
      then, notwithstanding anything herein to the contrary, so long as any
      such Servicer Termination Events shall not have been remedied at the
      expiration of any applicable cure period, the Administrative Agent may,
      or at the direction of the Required Lenders shall, by written notice to
      the Servicer and the Backup Servicer (a “Termination Notice”),
      subject to the provisions of Section 7.19, terminate all of the
      rights and obligations of the Servicer as Servicer under this
      Agreement.  The Borrower shall pay all reasonable set-up and conversion
      costs associated with the transfer of servicing rights to the Successor
      Servicer.
    

    

    

    
      
        

        

      

      
        
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      Section 7.19  Appointment of Successor Servicer.
    

    
             (a)  On and after the receipt by the Servicer of a Termination
      Notice pursuant to Section 7.18, the Servicer shall continue to
      perform all servicing functions under this Agreement until the date
      specified in the Termination Notice or otherwise specified by the
      Administrative Agent, to the Servicer and the Backup Servicer in
      writing.  The Administrative Agent may at the time described in the
      immediately preceding sentence in its sole discretion, appoint the
      Backup Servicer as the Servicer hereunder, and the Backup Servicer shall
      within seven (7) days assume all obligations of the Servicer hereunder,
      and all authority and power of the Servicer under this Agreement shall
      pass to and be vested in the Backup Servicer; provided, however,
      that any Successor Servicer (including, without limitation, the Backup
      Servicer) shall not (i) be responsible or liable for any past actions or
      omissions of the outgoing Servicer or (ii) be obligated to make Servicer
      Advances.  The Administrative Agent may appoint (i) the Backup Servicer
      as successor servicer, or (ii) if the Administrative Agent does not so
      appoint the Backup Servicer, there is no Backup Servicer or the Backup
      Servicer is unwilling or unable to assume such obligations on such date,
      the Administrative Agent shall as promptly as possible appoint an
      alternate successor servicer to act as Servicer (in each such case, the “Successor
      Servicer”), and such Successor Servicer shall accept its appointment
      by a written assumption in a form acceptable to the Administrative Agent.
    

    
             (b)  Upon its appointment as Successor Servicer, the Backup
      Servicer (subject to Section 7.19(a)) or the alternate successor
      servicer, as applicable, shall be the successor in all respects to the
      Servicer with respect to servicing functions under this Agreement, shall
      assume all Servicing Duties hereunder and shall be subject to all the
      responsibilities, duties and liabilities relating thereto placed on the
      Servicer by the terms and provisions hereof, and all references in this
      Agreement to the Servicer shall be deemed to refer to the Backup
      Servicer or the Successor Servicer, as applicable.  Any Successor
      Servicer shall be entitled, with the prior consent of the Administrative
      Agent, to appoint agents to provide some or all of its duties hereunder,
      provided that no such appointment shall relieve such Successor Servicer
      of the duties and obligations of the Successor Servicer pursuant to the
      terms hereof and that any such subcontract may be terminated upon the
      occurrence of a Servicer Termination Event.
    

    
             (c)  All authority and power granted to the Servicer under this
      Agreement shall automatically cease and terminate upon termination of
      the Servicer under this Agreement and shall pass to and be vested in the
      Successor Servicer, and, without limitation, the Successor Servicer is
      hereby authorized and empowered to execute and deliver, on behalf of the
      Servicer, as attorney-in-fact or otherwise, all documents and other
      instruments, and to do and accomplish all other acts or things necessary
      or appropriate to effect the purposes of such transfer of servicing
      rights.  The Servicer agrees to cooperate with the Successor Servicer in
      effecting the termination of the responsibilities and rights of the
      Servicer to conduct servicing on the Collateral.
    

    

    

    
      
        

        

      

      
        
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             (d)  Upon the Backup Servicer receiving notice that it is
      required to serve as the Successor Servicer hereunder pursuant to the
      foregoing provisions of this Section 7.19, the Backup Servicer
      will promptly begin the transition to its role as Successor Servicer.
    

    
             (e)  The Backup Servicer shall be entitled to receive its
      Transition Costs incurred in transitioning to Servicer.
    

    
      Section 7.20  Market Servicing Fee.
    

    
             Notwithstanding anything to the contrary herein, in the event
      that a Successor Servicer is appointed Servicer, the Servicing Fee shall
      equal the market rate for comparable servicing duties to be fixed upon
      the date of such appointment by such Successor Servicer with the consent
      of the Administrative Agent (the “Market Servicing Fee”).
    

    
      ARTICLE VIII  

EARLY TERMINATION EVENTS
    

    
      Section 8.1  Early Termination Events.
    

    
             If any of the following events (each, an “Early
      Termination Event”) shall occur and be continuing:
    

    
             (a)  the Borrower shall fail to (i) make payment of any amount
      required to be made under the terms of this Agreement and such failure
      shall continue for more than two (2) Business Days; or (ii) repay all
      Advances Outstanding on or prior to the Termination Date; or
    

    
             (b)  the Borrowing Base Test shall not be met, and such failure
      shall continue for more than two (2) Business Days; or
    

    
             (c)  (i) the Borrower shall fail to perform or observe in any
      material respect any other covenant or other agreement of the Borrower
      set forth in this Agreement and any other Transaction Document to which
      it is a party, or (ii) the Originator shall fail to perform or observe
      in any material respect any term, covenant or agreement of such
      Originator set forth in any other Transaction Document to which it is a
      party, in each case when such failure continues unremedied for more than
      five (5) days after the first to occur of (i) the date on which written
      notice of such failure requiring the same to be remedied shall have been
      given to such Person by the Administrative Agent, any Managing Agent or
      the Collateral Custodian and (ii) the date on which such Person becomes
      or should have become aware thereof; or
    

    
             (d)  any representation or warranty made or deemed made hereunder
      shall prove to be incorrect in any material respect as of the time when
      the same shall have been made; or
    

    
             (e)  an Insolvency Event shall occur with respect to the Borrower
      or the Originator; or
    

    
             (f)  a Servicer Termination Event occurs; or
    

    
             (g)  any Change-in-Control of the Borrower or Originator occurs;
      or
    

    

    

    
      
        

        

      

      
        
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             (h)  the Borrower or the Servicer defaults in making any payment
      required to be made under any material agreement for borrowed money to
      which either is a party and such default is not cured within the
      relevant cure period; or
    

    
             (i)  the Administrative Agent, as agent for the Secured Parties,
      shall fail for any reason to have a valid and perfected first priority
      security interest in any of the Collateral; or
    

    
             (j)  (i) a final judgment for the payment of money in excess of
      (A) $5,000,000 shall have been rendered against the Originator or (B)
      $100,000 against the Borrower by a court of competent jurisdiction and,
      if such judgment relates to the Originator, such judgment, decree or
      order shall continue unsatisfied and in effect for any period of thirty
      (30) consecutive days without a stay of execution, or (ii) the
      Originator or the Borrower, as the case may be, shall have made payments
      of amounts in excess of $5,000,000 or $50,000, respectively, in
      settlement of any litigation; or
    

    
             (k)  the Borrower or the Servicer agrees or consents to, or
      otherwise permits to occur, any amendment, modification, change,
      supplement or recession of or to the Credit and Collection Policy in
      whole or in part that could have a material adverse effect upon the
      Transferred Loans or interest of any Lender, without the prior written
      consent of the Administrative Agent; or
    

    
             (l)  a Key Man Event occurs; or
    

    
             (m)  on any Determination Date, the Portfolio Yield does not
      equal or exceed 7.0% on and such failure continues on the next
      succeeding Determination Date; or
    

    
             (n)  the Rolling Three-Month Default Ratio shall exceed 7.5%; or
    

    
             (o)  the Rolling Three-Month Charged-Off Ratio shall exceed 5.0%;
      or
    

    
             (p)  the Borrower shall become an “investment company” subject to
      registration under the 1940 Act; or
    

    
             (q)  the business and other activities of the Borrower or the
      Originator, including but not limited to, the acceptance of the Advances
      by the Borrower made by the Lenders, the application and use of the
      proceeds thereof by the Borrower and the consummation and conduct of the
      transactions contemplated by the Transaction Documents to which the
      Borrower or the Originator is a party result in a violation by the
      Originator, the Borrower, or any other person or entity of the 1940 Act
      or the rules and regulations promulgated thereunder; or
    

    
             (r)  on any Determination Date, the Interest Coverage Ratio does
      not equal or exceed 150.0% and such failure continues on the next
      succeeding Determination Date; or
    

    
             (s)  any Material Adverse Change occurs with respect to the
      Borrower, the Originator or the Servicer; or
    

    
             (t)  (i) the difference between (A) the Aggregate Outstanding
      Loan Balance minus (B) the Advances Outstanding shall be less than (ii)
      an amount equal to 50% of the Required Equity Investment;
    

    

    

    
      
        

        

      

      
        
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      then, and in any such event, the Administrative Agent shall, at the
      request, or may with the consent, of the Required Committed Lenders, by
      notice to the Borrower declare the Termination Date to have occurred,
      without demand, protest or future notice of any kind, all of which are
      hereby expressly waived by the Borrower, and all Advances Outstanding
      and all other amounts owing by the Borrower under this Agreement shall
      be accelerated and become immediately due and payable, provided,
      that in the event that the Early Termination Event described in subsection
      (e) herein has occurred, the Termination Date shall automatically
      occur, without demand, protest or any notice of any kind, all of which
      are hereby expressly waived by the Borrower.  Upon its receipt of
      written notice thereof, the Administrative Agent shall promptly notify
      each Lender of the occurrence of any Early Termination Event.
    

    
      ARTICLE IX  

INDEMNIFICATION
    

    
      Section 9.1  Indemnities by the Borrower.
    

    
             (a)  Without limiting any other rights that any such Person may
      have hereunder or under Applicable Law, the Borrower hereby agrees to
      indemnify the Administrative Agent, the Managing Agents, the Backup
      Servicer, any Successor Servicer, the Collateral Custodian, any Secured
      Party or its assignee and each of their respective Affiliates and
      officers, directors, employees, members and agents thereof
      (collectively, the “Indemnified Parties”), forthwith on
      demand, from and against any and all damages, losses, claims,
      liabilities and related costs and expenses, including reasonable
      attorneys’ fees and disbursements (all of the foregoing being
      collectively referred to as “Indemnified Amounts”) awarded
      against or incurred by, any such Indemnified Party or other non-monetary
      damages of any such Indemnified Party any of them arising out of or as a
      result of this Agreement, excluding, however, Indemnified Amounts to the
      extent resulting from gross negligence or willful misconduct on the part
      of any Indemnified Party.  Without limiting the foregoing, the Borrower
      shall indemnify the Indemnified Parties for Indemnified Amounts relating
      to or resulting from:
    

    
                     (i)  any Loan treated as or represented by the Borrower
      to be an Eligible Loan that is not at the applicable time an Eligible
      Loan;
    

    
                    (ii)  reliance on any representation or warranty made or
      deemed made by the Borrower, the Servicer (or one of its Affiliates) or
      any of their respective officers under or in connection with this
      Agreement, which shall have been false or incorrect in any material
      respect when made or deemed made or delivered;
    

    
                   (iii)  the failure by the Borrower or the Servicer (or one
      of its Affiliates) to comply with any term, provision or covenant
      contained in this Agreement or any agreement executed in connection with
      this Agreement, or with any Applicable Law with respect to any Loan
      comprising a portion of the Collateral, or the nonconformity of any
      Loan, the Related Property with any such Applicable Law or any failure
      by the Originator, the Borrower or any Affiliate thereof to perform its
      respective duties under the Loans included as a part of the Collateral;
    

    

    

    
      
        

        

      

      
        
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                    (iv)  the failure to vest and maintain vested in the
      Administrative Agent a first priority perfected security interest in the
      Collateral;
    

    
                     (v)  the failure to file, or any delay in filing,
      financing statements or other similar instruments or documents under the
      UCC of any applicable jurisdiction or other Applicable Laws with respect
      to any Collateral whether at the time of any Advance or at any
      subsequent time and as required by the Transaction Documents;
    

    
                    (vi)  any dispute, claim, offset or defense (other than
      the discharge in bankruptcy of the Obligor) of the Obligor to the
      payment of any Loan included as part of the Collateral that is, or is
      purported to be, an Eligible Loan (including, without limitation, a
      defense based on the Loan not being a legal, valid and binding
      obligation of such Obligor enforceable against it in accordance with its
      terms);
    

    
                   (vii)  any failure of the Borrower or the Servicer (if the
      Originator or one of its Affiliates) to perform its duties or
      obligations in accordance with the provisions of this Agreement or any
      failure by the Originator, the Borrower or any Affiliate thereof to
      perform its respective duties under the Transferred Loans;
    

    
                  (viii)  any products liability claim or personal injury or
      property damage suit or other similar or related claim or action of
      whatever sort arising out of or in connection with merchandise or
      services that are the subject of any Loan included as part of the
      Collateral or the Related Property included as part of the Collateral;
    

    
                    (ix)  the failure by Borrower to pay when due any Taxes
      for which the Borrower is liable, including without limitation, sales,
      excise or personal property taxes payable in connection with the
      Collateral;
    

    
                     (x)  any repayment by the Administrative Agent, any
      Managing Agent or a Secured Party of any amount previously distributed
      in reduction of Advances Outstanding or payment of Interest or any other
      amount due hereunder or under any Hedging Agreement, in each case which
      amount the Administrative Agent, such Managing Agent or a Secured Party
      believes in good faith is required to be repaid;
    

    
                    (xi)  any investigation, litigation or proceeding related
      to this Agreement or the use of proceeds of Advances or in respect of
      any Loan included as part of the Collateral or the Related Property
      included as part of the Collateral;
    

    
                   (xii)  any failure by the Borrower to give reasonably
      equivalent value to the Originator in consideration for the transfer by
      the Originator to the Borrower of any Transferred Loan or the Related
      Property or any attempt by any Person to void or otherwise avoid any
      such transfer under any statutory provision or common law or equitable
      action, including, without limitation, any provision of the Bankruptcy
      Code;
    

    
                  (xiii)  the failure of the Borrower, the Originator or any
      of their respective agents or representatives to remit to the Servicer
      or the Administrative Agent, Collections on the Collateral remitted to
      the Borrower or any such agent or representative in accordance with the
      terms hereof or the commingling by the Borrower or any Affiliate of any
      collections; or
    

    

    

    
      
        

        

      

      
        
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                   (xiv)  the occurrence of a Subordination Event.
    

    
             (b)  Any amounts subject to the indemnification provisions of
      this Section 9.1 shall be paid by the Borrower to the applicable
      Indemnified Party within two (2) Business Days following the
      Administrative Agent’s demand therefor.
    

    
             (c)  If for any reason the indemnification provided above in this Section
      9.1 is unavailable to the Indemnified Party or is insufficient to
      hold an Indemnified Party harmless, then the Borrower shall contribute
      to the amount paid or payable by such Indemnified Party as a result of
      such loss, claim, damage or liability in such proportion as is
      appropriate to reflect not only the relative benefits received by such
      Indemnified Party on the one hand and the Borrower, on the other hand
      but also the relative fault of such Indemnified Party as well as any
      other relevant equitable considerations.
    

    
             (d)  The obligations of the Borrower under this Section
      9.1 shall survive the removal of the Administrative Agent or any
      Managing Agent and the termination of this Agreement.
    

    
             (e)  The parties hereto agree that the provisions of Section
      9.1 shall not be interpreted to provide recourse to the Borrower
      against loss by reason of the bankruptcy or insolvency (or other credit
      condition) of, or default by, an Obligor on, any Transferred Loan.
    

    
      Section 9.2  Indemnities by the Servicer.
    

    
             (a)  Without limiting any other rights that any such Person may
      have hereunder or under Applicable Law, the Servicer hereby agrees to
      indemnify each Indemnified Party, forthwith on demand, from and against
      any and all Indemnified Amounts (calculated without duplication of
      Indemnified Amounts paid by the Borrower pursuant to Section 9.1
      above) awarded against or incurred by any such Indemnified Party by
      reason of any acts, omissions or alleged acts or omissions of the
      Servicer, including, but not limited to (i) any representation or
      warranty made by the Servicer under or in connection with any
      Transaction Documents to which it is a party, any Monthly Report,
      Servicer’s Certificate or any other information or report delivered by
      or on behalf of the Servicer pursuant hereto, which shall have been
      false, incorrect or misleading in any material respect when made or
      deemed made, (ii) the failure by the Servicer to comply with any
      Applicable Law, (iii) the failure of the Servicer to comply with its
      duties or obligations in accordance with the Agreement, (iv) any
      litigation, proceedings or investigation against the Servicer, or (v)
      the occurrence of a Subordination Event, excluding, however,
      (a) Indemnified Amounts to the extent resulting from gross negligence or
      willful misconduct on the part of such Indemnified Party, and (b) under
      any Federal, state or local income or franchise taxes or any other Tax
      imposed on or measured by income (or any interest or penalties with
      respect thereto or arising from a failure to comply therewith) required
      to be paid by such Indemnified Party in connection herewith to any
      taxing authority.  The provisions of this indemnity shall run directly
      to and be enforceable by an injured party subject to the limitations
      hereof.  If the Servicer has made any indemnity payment pursuant to this Section
      9.2 and such payment fully indemnified the recipient thereof and the
      recipient thereafter collects any payments from others in respect of
      such Indemnified Amounts, the recipient shall repay to the Servicer an
      amount equal to the amount it has collected from others in respect of
      such indemnified amounts.
    

    

    

    
      
        

        

      

      
        
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             (b)  If for any reason the indemnification provided above in this Section
      9.2 is unavailable to the Indemnified Party or is insufficient to
      hold an Indemnified Party harmless, then Servicer shall contribute to
      the amount paid or payable to such Indemnified Party as a result of such
      loss, claim, damage or liability in such proportion as is appropriate to
      reflect not only the relative benefits received by such Indemnified
      Party on the one hand and Servicer on the other hand but also the
      relative fault of such Indemnified Party as well as any other relevant
      equitable considerations.
    

    
             (c)  The obligations of the Servicer under this Section
      9.2 shall survive the resignation or removal of the Administrative
      Agent or any Managing Agents and the termination of this Agreement.
    

    
             (d)  The parties hereto agree that the provisions of this Section
      9.2 shall not be interpreted to provide recourse to the Servicer
      against loss by reason of the bankruptcy or insolvency (or other credit
      condition) of, or default by, related Obligor on, any Transferred Loan.
    

    
             (e)  Any indemnification pursuant to this Section
      9.2 shall not be payable from the Collateral.
    

    
      ARTICLE X  

THE ADMINISTRATIVE AGENT AND THE
      MANAGING AGENTS
    

    
      Section 10.1  Authorization and Action.
    

    
             (a)  Each Secured Party hereby designates and appoints DB as
      Administrative Agent hereunder, and authorizes DB to take such actions
      as agent on its behalf and to exercise such powers as are delegated to
      the Administrative Agent by the terms of this Agreement together with
      such powers as are reasonably incidental thereto.  The Administrative
      Agent shall not have any duties or responsibilities, except those
      expressly set forth herein, or any fiduciary relationship with any
      Secured Party, and no implied covenants, functions, responsibilities,
      duties, obligations or liabilities on the part of the Administrative
      Agent shall be read into this Agreement or otherwise exist for the
      Administrative Agent.  In performing its functions and duties hereunder,
      the Administrative Agent shall act solely as agent for the Secured
      Parties and does not assume nor shall be deemed to have assumed any
      obligation or relationship of trust or agency with or for the Borrower
      or any of its successors or assigns.  The Administrative Agent shall not
      be required to take any action that exposes the Administrative Agent to
      personal liability or that is contrary to this Agreement or Applicable
      Law.  The appointment and authority of the Administrative Agent
      hereunder shall terminate at the indefeasible payment in full of the
      Obligations.
    

    
             (b)  Each Lender hereby designates and appoints the Managing
      Agent for such Lender’s Lender Group as its Managing Agent hereunder,
      and authorizes such Managing Agent to take such actions as agent on its
      behalf and to exercise such powers as are delegated to the Managing
      Agents by the terms of this Agreement together with such powers as are
      reasonably incidental thereto.  No Managing Agent shall have any duties
      or responsibilities, except those expressly set forth herein, or any
      fiduciary relationship with any Lender, and no implied covenants,
      functions, responsibilities, duties, obligations or liabilities on the
      part of the applicable Managing Agent shall be read into this Agreement
      or otherwise exist for the applicable Managing Agent.  In performing its
      functions and duties hereunder, each Managing Agent shall act solely as
      agent for the Lenders in the related Lender Group and does not assume
      nor shall be deemed to have assumed any obligation or relationship of
      trust or agency with or for the Borrower or any of its successors or
      assigns.  No Managing Agent shall be required to take any action that
      exposes it to personal liability or that is contrary to this Agreement
      or Applicable Law.  The appointment and authority of each Managing Agent
      hereunder shall terminate at the indefeasible payment in full of the
      Obligations.
    

    

    

    
      
        

        

      

      
        
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      Section 10.2  Delegation of Duties.
    

    
             (a)  The Administrative Agent may execute any of its duties under
      this Agreement by or through agents or attorneys-in-fact and shall be
      entitled to advice of counsel concerning all matters pertaining to such
      duties.  The Administrative Agent shall not be responsible for the
      negligence or misconduct of any agents or attorneys-in-fact selected by
      it with reasonable care.
    

    
             (b)  Each Managing Agent may execute any of its duties under this
      Agreement by or through agents or attorneys-in-fact and shall be
      entitled to advice of counsel concerning all matters pertaining to such
      duties.  No Managing Agent shall be responsible for the negligence or
      misconduct of any agents or attorneys-in-fact selected by it with
      reasonable care.
    

    
      Section 10.3  Exculpatory Provisions.
    

    
             (a)  Neither the Administrative Agent nor any of its directors,
      officers, agents or employees shall be (i) liable for any action
      lawfully taken or omitted to be taken by it or them under or in
      connection with this Agreement (except for its, their or such Person’s
      own gross negligence or willful misconduct or, in the case of the
      Administrative Agent, the breach of its obligations expressly set forth
      in this Agreement), or (ii) responsible in any manner to any of the
      Secured Parties for any recitals, statements, representations or
      warranties made by the Borrower contained in this Agreement or in any
      certificate, report, statement or other document referred to or provided
      for in, or received under or in connection with, this Agreement for the
      value, validity, effectiveness, genuineness, enforceability or
      sufficiency of this Agreement or any other document furnished in
      connection herewith, or for any failure of the Borrower to perform its
      obligations hereunder, or for the satisfaction of any condition
      specified in Article III.  The Administrative Agent shall not be
      under any obligation to any Secured Party to ascertain or to inquire as
      to the observance or performance of any of the agreements or covenants
      contained in, or conditions of, this Agreement, or to inspect the
      properties, books or records of the Borrower.  The Administrative Agent
      shall not be deemed to have knowledge of any Early Termination Event
      unless the Administrative Agent has received notice of such Early
      Termination Event, in a document or other written communication titled
      “Notice of Early Termination Event” from the Borrower or a Secured Party.
    

    

    

    
      
        

        

      

      
        
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             (b)  Neither any Managing Agent nor any of its respective
      directors, officers, agents or employees shall be (i) liable for any
      action lawfully taken or omitted to be taken by it or them under or in
      connection with this Agreement (except for its, their or such Person’s
      own gross negligence or willful misconduct or, in the case of a Managing
      Agent, the breach of its obligations expressly set forth in this
      Agreement), or (ii) responsible in any manner to the Administrative
      Agent or any of the Secured Parties for any recitals, statements,
      representations or warranties made by the Borrower contained in this
      Agreement or in any certificate, report, statement or other document
      referred to or provided for in, or received under or in connection with,
      this Agreement or for the value, validity, effectiveness, genuineness,
      enforceability or sufficiency of this Agreement or any other document
      furnished in connection herewith, or for any failure of the Borrower to
      perform its obligations hereunder, or for the satisfaction of any
      condition specified in Article III.  No Managing Agent shall be
      under any obligation to the Administrative Agent or any Secured Party to
      ascertain or to inquire as to the observance or performance of any of
      the agreements or covenants contained in, or conditions of, this
      Agreement, or to inspect the properties, books or records of the
      Borrower.  No Managing Agent shall be deemed to have knowledge of any
      Early Termination Event unless such Managing Agent has received notice
      of such Early Termination Event, in a document or other written
      communication titled “Notice of Early Termination Event” from the
      Borrower, the Administrative Agent or a Secured Party.
    

    
      Section 10.4  Reliance.
    

    
             (a)  The Administrative Agent shall in all cases be entitled to
      rely, and shall be fully protected in relying, upon any document or
      conversation believed by it to be genuine and correct and to have been
      signed, sent or made by the proper Person or Persons and upon advice and
      statements of legal counsel (including, without limitation, counsel to
      the Borrower), independent accountants and other experts selected by the
      Administrative Agent.  The Administrative Agent shall in all cases be
      fully justified in failing or refusing to take any action under this
      Agreement or any other document furnished in connection herewith unless
      it shall first receive such advice or concurrence of the Required
      Committed Lenders or all of the Secured Parties, as applicable, as it
      deems appropriate or it shall first be indemnified to its satisfaction
      by the Lenders, provided, that, unless and until the
      Administrative Agent shall have received such advice, the Administrative
      Agent may take or refrain from taking any action, as the Administrative
      Agent shall deem advisable and in the best interests of the Secured
      Parties.  The Administrative Agent shall in all cases be fully protected
      in acting, or in refraining from acting, in accordance with a request of
      the Required Committed Lenders or all of the Secured Parties, as
      applicable, and such request and any action taken or failure to act
      pursuant thereto shall be binding upon all the Secured Parties.
    

    
             (b)  Each Managing Agent shall in all cases be entitled to rely,
      and shall be fully protected in relying, upon any document or
      conversation believed by it to be genuine and correct and to have been
      signed, sent or made by the proper Person or Persons and upon advice and
      statements of legal counsel (including, without limitation, counsel to
      the Borrower), independent accountants and other experts selected by
      such Managing Agent.  Each Managing Agent shall in all cases be fully
      justified in failing or refusing to take any action under this Agreement
      or any other document furnished in connection herewith unless it shall
      first receive such advice or concurrence of the Committed Lenders in its
      related Lender Group as it deems appropriate or it shall first be
      indemnified to its satisfaction by the Committed Lenders in its related
      Lender Group, provided that unless and until such Managing Agent shall
      have received such advice, the Managing Agent may take or refrain from
      taking any action, as the Managing Agent shall deem advisable and in the
      best interests of the Lenders in its Lender Group.  Each Managing Agent
      shall in all cases be fully protected in acting, or in refraining from
      acting, in accordance with a request of the Committed Lenders in such
      Managing Agent’s Lender Group and such request and any action taken or
      failure to act pursuant thereto shall be binding upon all the Lenders in
      such Managing Agent’s Lender Group.
    

    

    

    
      
        

        

      

      
        
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      Section 10.5  Non-Reliance on Administrative Agent,
      Managing Agents and Other Lenders.
    

    
      Each Secured Party expressly acknowledges that neither the
      Administrative Agent, any other Secured Party nor any of their
      respective officers, directors, employees, agents, attorneys-in-fact or
      affiliates has made any representations or warranties to it and that no
      act by the Administrative Agent or any other Secured Party hereafter
      taken, including, without limitation, any review of the affairs of the
      Borrower, shall be deemed to constitute any representation or warranty
      by the Administrative Agent or any other Secured Party.  Each Secured
      Party represents and warrants to the Administrative Agent and to each
      other Secured Party that it has and will, independently and without
      reliance upon the Administrative Agent or any other Secured Party and
      based on such documents and information as it has deemed appropriate,
      made its own appraisal of and investigation into the business,
      operations, property, prospects, financial and other conditions and
      creditworthiness of the Borrower and made its own decision to enter into
      this Agreement
    

    
      Section 10.6  Reimbursement and Indemnification.
    

    
      The Committed Lenders agree to reimburse and indemnify the
      Administrative Agent, and the Committed Lenders in each Lender Group
      agree to reimburse the Managing Agent for such Lender Group, and their
      respective officers, directors, employees, representatives and agents
      ratably according to their Commitments, as applicable, to the extent not
      paid or reimbursed by the Borrower (i) for any amounts for which the
      Administrative Agent, acting in its capacity as Administrative Agent, or
      any Managing Agent, acting in its capacity as a Managing Agent, is
      entitled to reimbursement by the Borrower hereunder and (ii) for any
      other expenses incurred by the Administrative Agent, in its capacity as
      Administrative Agent, or any Managing Agent, acting in its capacity as a
      Managing Agent, and acting on behalf of the related Lenders, in
      connection with the administration and enforcement of this Agreement and
      the other Transaction Documents.
    

    
      Section 10.7  Administrative Agent and Managing Agents in their
      Individual Capacities.
    

    
      The Administrative Agent, each Managing Agent and each of their
      respective Affiliates may make loans to, accept deposits from and
      generally engage in any kind of business with the Borrower or any
      Affiliate of the Borrower as though the Administrative Agent or such
      Managing Agent, as the case may be, were not the Administrative Agent or
      a Managing Agent, as the case may be, hereunder.  With respect to the
      acquisition of Advances pursuant to this Agreement, the Administrative
      Agent, each Managing Agent and each of their respective Affiliates shall
      have the same rights and powers under this Agreement as any Lender and
      may exercise the same as though it were not the Administrative Agent or
      a Managing Agent, as the case may be, and the terms “Committed Lender”
      “Lender” “Committed Lenders” and “Lenders” shall include the
      Administrative Agent or a Managing Agent, as the case may be, in its
      individual capacity.
    

    

    

    
      
        

        

      

      
        
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      Section 10.8  Successor Administrative Agent or Managing
      Agent.
    

    
             (a)  The Administrative Agent may, upon five (5) days’ notice to
      the Borrower and the Secured Parties, resign as Administrative Agent; provided,
      however, that so long as Deutsche Bank AG, Cayman Island Branch
      is a Committed Lender hereunder, the Administrative Agent shall not
      resign pursuant to this provision unless directed to do so by all of the
      Lenders.  If the Administrative Agent shall resign, then the Required
      Committed Lenders during such five (5) day period shall appoint from
      among the Secured Parties a successor agent.  If for any reason no
      successor Administrative Agent is appointed by the Required Committed
      Lenders during such five (5) day period, then effective upon the
      expiration of such five (5) day period, the Secured Parties shall
      perform all of the duties of the Administrative Agent hereunder and the
      Borrower shall make all payments in respect of the Obligations or under
      the Fee Letter delivered by the Borrower to the Administrative Agent and
      the Secured Parties directly to the applicable Managing Agents, on
      behalf of the Lenders in the applicable Lender Group and for all
      purposes shall deal directly with the Secured Parties.  After any
      retiring Administrative Agent’s resignation hereunder as Administrative
      Agent, the provisions of Article IX and Article X shall
      inure to its benefit as to any actions taken or omitted to be taken by
      it while it was Administrative Agent under this Agreement.
    

    
             (b)  Any Managing Agent may, upon five (5) days’ notice to the
      Borrower, the Administrative Agent and the related Lenders, and any
      Managing Agent will, upon the direction of all of the related Committed
      Lenders resign as a Managing Agent.  If a Managing Agent shall resign,
      then the related Committed Lenders during such five (5) day period shall
      appoint from among the related Committed Lenders a successor Managing
      Agent.  If for any reason no successor Managing Agent is appointed by
      such Committed Lenders during such five (5) day period, then effective
      upon the expiration of such five (5) day period, such Committed Lenders
      shall perform all of the duties of the related Managing Agent
      hereunder.  After any retiring Managing Agent’s resignation hereunder as
      a Managing Agent, the provisions of Article IX and Article X
      shall inure to its benefit as to any actions taken or omitted to be
      taken by it while it was a Managing Agent under this Agreement.
    

    
      ARTICLE XI  

ASSIGNMENTS; PARTICIPATIONS
    

    
      Section 11.1  Assignments and Participations.
    

    
             (a)  Borrower and each Committed Lender hereby agree and consent
      to the complete or partial assignment by each CP Lender of all or any
      portion of its rights under, interest in, title to and obligations under
      this Agreement (i) to its Liquidity Banks pursuant to a Liquidity
      Agreement, (ii) (A) to any other issuer of commercial paper notes
      sponsored or administered by the Managing Agent of such CP Lender’s
      Lender Group or (B) to any Lender or any Affiliate of a Lender
      hereunder, or (iii) to any other Person; provided that, prior to the
      occurrence of an Early Termination Event, such CP Lender may not make
      any such assignment pursuant to this clause (iii), except in the
      event that the circumstances described in Section 11.1(c) occur,
      without the consent of the Borrower (which consent shall not be
      unreasonably withheld or delayed).  Upon such assignment, such CP Lender
      shall be released from its obligations so assigned.  Further, Borrower
      and each Committed Lender hereby agree that any assignee of any CP
      Lender of this Agreement or all or any of the outstanding Advances of
      such CP Lender shall have all of the rights and benefits under this
      Agreement as if the term “CP Lender” explicitly referred to such party,
      and no such assignment shall in any way impair the rights and benefits
      of such CP Lender hereunder.  Neither Borrower nor the Servicer shall
      have the right to assign its rights or obligations under this Agreement.
    

    

    

    
      
        

        

      

      
        
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             (b)  Any Committed Lender may at any time and from time to time
      assign to one or more Persons (“Purchasing Committed Lenders”)
      all or any part of its rights and obligations under this Agreement
      pursuant to an assignment agreement, substantially in the form set forth
      in Exhibit C hereto (the “Assignment and Acceptance”)
      executed by such Purchasing Committed Lender and such selling Committed
      Lender.  The consent of the CP Lender or CP Lenders in such Committed
      Lender’s Lender Group, if any, shall be required prior to the
      effectiveness of any such assignment.  In addition, so long as no Early
      Termination Event or Unmatured Termination Event has occurred and is
      continuing at such time, the consent of the Borrower (such consent not
      to be unreasonably withheld or delayed) shall be required prior to the
      effectiveness of any such assignment.  Each assignee of a Committed
      Lender must be an Eligible Assignee and must agree to deliver to the
      Administrative Agent, promptly following any request therefor by the
      Managing Agent for its Lender Group or the affected CP Lender or CP
      Lenders, if any, an enforceability opinion in form and substance
      satisfactory to such Managing Agent and such CP Lender or CP Lenders, if
      any.  Upon delivery of the executed Assignment and Acceptance to the
      Administrative Agent, such selling Committed Lender shall be released
      from its obligations hereunder to the extent of such
      assignment.  Thereafter the Purchasing Committed Lender shall for all
      purposes be a Committed Lender party to this Agreement and shall have
      all the rights and obligations of a Committed Lender under this
      Agreement to the same extent as if it were an original party hereto and
      no further consent or action by Borrower, the Lenders or the
      Administrative Agent shall be required.
    

    
             (c)  Each of the Committed Lenders agrees that in the event that
      it shall cease to have the Required Ratings (an “Affected
      Committed Lender”), such Affected Committed Lender shall be obliged,
      at the request of the CP Lenders in such Committed Lender’s Lender Group
      or the applicable Managing Agent, to assign all of its rights and
      obligations hereunder to (x) another Committed Lender or (y) another
      funding entity nominated by such Managing Agent and acceptable to such
      affected CP Lenders, and willing to participate in this Agreement
      through the Termination Date in the place of such Affected Committed
      Lender; provided that the Affected Committed Lender receives
      payment in full, pursuant to an Assignment Agreement, of an amount equal
      to such Committed Lender’s Pro Rata Share of the outstanding Advances
      and Interest owing to the Committed Lenders and all accrued but unpaid
      fees and other costs and expenses payable in respect of its Pro Rata
      Share of the outstanding Advances of the Committed Lenders.
    

    

    

    
      
        

        

      

      
        
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             (d)  By executing and delivering an Assignment and Acceptance,
      the Purchasing Committed Lender thereunder and the selling Committed
      Lender thereunder confirm to and agree with each other and the other
      parties hereto as follows: (i) other than as provided in such Assignment
      and Acceptance, such selling Committed Lender makes no representation or
      warranty and assumes no responsibility with respect to any statements,
      warranties or representations made in or in connection with this
      Agreement or the execution, legality, validity, enforceability,
      genuineness, sufficiency or value of this Agreement or any other
      instrument or document furnished pursuant hereto; (ii) such selling
      Committed Lender makes no representation or warranty and assumes no
      responsibility with respect to the financial condition of the related CP
      Lender, if any, or the performance or observance by such CP Lender of
      any of its obligations under this Agreement or any other instrument or
      document furnished pursuant hereto; (iii) such Purchasing Committed
      Lender confirms that it has received a copy of this Agreement, together
      with copies of such financial statements and other documents and
      information as it has deemed appropriate to make its own credit analysis
      and decision to enter into such Assignment and Acceptance; (iv) such
      Purchasing Committed Lender will, independently and without reliance
      upon the Administrative Agent or any Managing Agent, the selling
      Committed Lender or any other Committed Lender and based on such
      documents and information as it shall deem appropriate at the time,
      continue to make its own credit decisions in taking or not taking action
      under this Agreement; (v) such Purchasing Committed Lender and such
      selling Committed Lender confirm that such Purchasing Committed Lender
      is an Eligible Assignee; (vi) such Purchasing Committed Lender appoints
      and authorizes each of the Administrative Agent and the applicable
      Managing Agent to take such action as agent on its behalf and to
      exercise such powers under this Agreement as are delegated to such agent
      by the terms hereof, together with such powers as are reasonably
      incidental thereto; and (vii) such Purchasing Committed Lender agrees
      that it will perform in accordance with their terms all of the
      obligations which by the terms of this Agreement are required to be
      performed by it as a Committed Lender.
    

    
             (e)  The Administrative Agent shall maintain at its address
      referred to herein a copy of each Assignment and Acceptance delivered to
      and accepted by it and a register for the recordation of the names and
      addresses of the Committed Lenders and the Commitment of, and principal
      amount of, each Advance owned by each Committed Lender from time to time
      (the “Register”).  The entries in the Register shall be
      conclusive and binding for all purposes, absent manifest error, and the
      Lenders, the Borrower and the Managing Agents may treat each Person
      whose name is recorded in the Register as a Committed Lender hereunder
      for all purposes of this Agreement.  The Register shall be available for
      inspection by the Lenders, any Managing Agent or the Borrower at any
      reasonable time and from time to time upon reasonable prior notice.
    

    
             (f)  Subject to the provisions of this Section
      11.1, upon their receipt of an Assignment and Acceptance executed by
      an selling Committed Lender and an Purchasing Committed Lender, the
      Administrative Agent shall, if such Assignment and Acceptance has been
      completed and is in substantially the form of Exhibit C hereto,
      accept such Assignment and Acceptance, and the Administrative Agent
      shall then (i) record the information contained therein in the Register
      and (ii) give prompt notice thereof to each Managing Agent.
    

    
             (g)  Any Committed Lender may, in the ordinary course of its
      business at any time sell to one or more Persons (each a “Participant”)
      participating interests in its Pro-Rata Share of the Advances of the
      Committed Lenders or any other interest of such Committed Lender
      hereunder.  Notwithstanding any such sale by a Committed Lender of a
      participating interest to a Participant, such Committed Lender’s rights
      and obligations under this Agreement shall remain unchanged, such
      Committed Lender shall remain solely responsible for the performance of
      its obligations hereunder, and the Borrower, the CP Lenders, the
      Managing Agents and the Administrative Agent shall continue to deal
      solely and directly with such Committed Lender in connection with such
      Committed Lender’s rights and obligations under this Agreement.  Each
      Committed Lender agrees that any agreement between such Committed Lender
      and any such Participant in respect of such participating interest shall
      not restrict such Committed Lender’s right to agree to any amendment,
      supplement, waiver or modification to this Agreement, except for any
      amendment, supplement, waiver or modification set forth in Section
      12.1 of this Agreement.
    

    

    

    
      
        

        

      

      
        
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             (h)  Each Committed Lender may, in connection with any assignment
      or participation or proposed assignment or participation pursuant to
      this Section 11.1, disclose to the assignee or participant or
      proposed assignee or participant any information relating to the
      Borrower or Servicer furnished to such Committed Lender by or on behalf
      of the Borrower or the Servicer.
    

    
             (i)  Nothing herein shall prohibit any Committed Lender from
      pledging or assigning as collateral any of its rights under this
      Agreement to any Federal Reserve Bank in accordance with Applicable Law
      and any such pledge or collateral assignment may be made without
      compliance with Section 11.1(a) or Section 11.1(b).
    

    
             (j)  In the event any Committed Lender causes increased costs,
      expenses or taxes to be incurred by the Administrative Agent, Managing
      Agents or the related CP Lender in connection with the assignment or
      participation of such Committed Lender’s rights and obligations under
      this Agreement to an Eligible Assignee then such Committed Lender agrees
      that it will make reasonable efforts to assign such increased costs,
      expenses or taxes to such Eligible Assignee in accordance with the
      provisions of this Agreement.
    

    
             (k)  In connection with any Person becoming a new Committed
      Lender hereunder, whether by assignment pursuant to this Section 11.1
      or Section 11.2, each such new Committed Lender shall agree that
      (i) if it is the first new Committed Lender to become a party hereto
      following October 16, 2008, it shall become a new Committed Lender
      pursuant to an assignment from Deutsche Bank AG, Cayman Island Branch in
      an amount equal to the sum of (x) $25,000,000 and (y) 50% of such new
      Committed Lender’s desired Commitment amount which is in excess of
      $25,000,000, and (ii) each new Committed Lender thereafter shall become
      a new Committed Lender pursuant to an assignment from Deutsche Bank AG,
      Cayman Island Branch in an amount equal to at least 50% of such new
      Committed Lender’s desired Commitment amount; provided, that,
      the balance of such new Committed Lender’s desired Commitment may be
      treated as an amount allocated to an additional lender group pursuant to Section
      11.2.
    

    
      Section 11.2  Additional Lender Groups.
    

    
      Upon the Borrower’s request, with the consent of the Administrative
      Agent, an additional Lender Group may be added to this Agreement at any
      time by the execution and delivery of a Joinder Agreement by the members
      of such proposed additional Lender Group, the Borrower, the Servicer and
      the Administrative Agent, which execution and delivery shall not be
      unreasonably refused by such parties.  Upon the effective date of such
      Joinder Agreement, (i) each Person specified therein as a “CP Lender”,
      if any, shall become a party hereto as a CP Lender, entitled to the
      rights and subject to the obligations of a CP Lender hereunder, (ii)
      each Person specified therein as a “Committed Lender” shall become a
      party hereto as a Committed Lender, entitled to the rights and subject
      to the obligations of a Committed Lender hereunder, (iii) each Person
      specified therein as a “Managing Agent” shall become a party hereto as a
      Managing Agent, entitled to the rights and subject to the obligations of
      a Managing Agent hereunder and (iv) the Facility Amount shall be
      increased by an amount equal to the aggregate Commitments of the
      Committed Lenders party to such Joinder Agreement.  On or prior to the
      effective date of such Joinder Agreement, the Borrower, the Servicer and
      the new Managing Agent shall enter into a fee letter for purposes of
      setting forth the fees payable to the members of such Lender Group in
      connection with this Agreement, which fee letter shall be considered the
      “Fee Letter” for all purposes of this Agreement.  The Administrative
      Agent shall give each Lender prompt notice of the addition of any Lender
      Group.
    

    

    

    
      
        

        

      

      
        
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      ARTICLE XII  

MISCELLANEOUS
    

    
      Section 12.1  Amendments and Waivers.
    

    
      Except as provided in this Section 12.1, no amendment, waiver or
      other modification of any provision of this Agreement shall be effective
      without the written agreement of the Borrower, the Administrative Agent,
      the Managing Agents and the Required Committed Lenders; provided, however,
      that (i) without the consent of the Committed Lenders in any Lender
      Group (other than the Lender Group to which such Committed Lenders are
      being added), the Administrative Agent and the applicable Managing Agent
      may, with the consent of Borrower, amend this Agreement solely to add
      additional Persons as Committed Lenders hereunder, (ii) any amendment of
      this Agreement that is solely for the purpose of increasing the
      Commitment of a specific Committed Lender may be effected with the
      written consent of the Borrower, the Administrative Agent and the
      affected Committed Lender, (iii) any amendment waiver or other
      modification, the effect of which is to create a commitment by any CP
      Lender to fund Advances hereunder, shall not be effective without the
      consent of such CP Lender, and (iv) the consent of each Committed Lender
      shall be required to: (A) extend the Commitment Termination Date or the
      date of any payment or deposit of Collections by the Borrower or the
      Servicer, (B) reduce the amount (other than by reason of the repayment
      thereof) or extend the time of payment of Advances Outstanding or reduce
      the rate or extend the time of payment of Interest (or any component
      thereof) or increase the Group Advance Limit of the related Lender
      Group, (C) reduce any fee payable to the Administrative Agent or any
      Managing Agent for the benefit of the Lenders, (D) amend, modify or
      waive any provision of the definition of Required Committed Lenders or Sections
      2.11, 11.1(a), 12.1, 12.9, or 12.10, (E)
      consent to or permit the assignment or transfer by the Borrower of any
      of its rights and obligations under this Agreement, (F) amend or waive
      any Servicer Termination Event or Early Termination Event, (G) change
      the definition of “Borrowing Base,” “Charged-Off Ratio,” “Default
      Ratio,” “Eligible Loan” or “Settlement Date,” or (H) amend or modify any
      defined term (or any defined term used directly or indirectly in such
      defined term) used in clauses (A) through (G) above in a manner that
      would circumvent the intention of the restrictions set forth in such
      clauses.  Any waiver or consent shall be effective only in the specific
      instance and for the specific purpose for which given.
    

    

    

    
      
        

        

      

      
        
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      No amendment, waiver or other modification (i) affecting the rights or
      obligations of any Hedge Counterparty or (ii) having a material affect
      on the rights or obligations of the Collateral Custodian or the Backup
      Servicer (including any duties of the Servicer that the Backup Servicer
      would have to assume as Successor Servicer) shall be effective against
      such Person without the written agreement of such Person.  The Borrower
      or the Servicer on its behalf will deliver a copy of all waivers and
      amendments to the Collateral Custodian and the Backup Servicer.
    

    
      Section 12.2  Notices, Etc.
    

    
      All notices and other communications provided for hereunder shall,
      unless otherwise stated herein, be in writing (including telex
      communication and communication by facsimile copy) and mailed, telexed,
      transmitted or hand delivered, as to each party hereto, at its address
      set forth under its name on the signature pages hereof or specified in
      such party’s Assignment and Acceptance or Joinder Agreement or at such
      other address as shall be designated by such party in a written notice
      to the other parties hereto.  All such notices and communications shall
      be effective, upon receipt, or in the case of (a) notice by mail, five
      (5) days after being deposited in the United States mail, first class
      postage prepaid, (b) notice by telex, when telexed against receipt of
      answer back, or (c) notice by facsimile copy, when verbal communication
      of receipt is obtained, except that notices and communications pursuant
      to this Article XII shall not be effective until received with
      respect to any notice sent by mail or telex.
    

    
      Section 12.3  No Waiver, Rights and Remedies.
    

    
      No failure on the part of the Administrative Agent or any Secured Party
      or any assignee of any Secured Party to exercise, and no delay in
      exercising, any right or remedy hereunder shall operate as a waiver
      thereof; nor shall any single or partial exercise of any right or remedy
      hereunder preclude any other or further exercise thereof or the exercise
      of any other right.  The rights and remedies herein provided are
      cumulative and not exclusive of any rights and remedies provided by law.
    

    
      Section 12.4  Binding Effect.
    

    
      This Agreement shall be binding upon and inure to the benefit of the
      Borrower, the Administrative Agent, the Secured Parties and their
      respective successors and permitted assigns and, in addition, the
      provisions of Section 2.8 shall inure to the benefit of each
      Hedge Counterparty, whether or not that Hedge Counterparty is a Secured
      Party, and the provisions relating to the Backup Servicer, including Sections
      2.8, 7.18, 9.1 and 9.2 shall inure to the
      benefit of the Backup Servicer.
    

    
      Section 12.5  Term of this Agreement.
    

    
      This Agreement, including, without limitation, the Borrower’s obligation
      to observe its covenants set forth in Article V, and the
      Servicer’s obligation to observe its covenants set forth in Article
      VII, shall remain in full force and effect until the Collection
      Date; provided, however, that the rights and remedies with
      respect to any breach of any representation and warranty made or deemed
      made by the Borrower pursuant to Articles III and IV and
      the indemnification and payment provisions of Article IX and Article
      X and the provisions of Section 12.9 and Section 12.10
      shall be continuing and shall survive any termination of this Agreement.
    

    

    

    
      
        

        

      

      
        
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      Section 12.6  GOVERNING LAW; CONSENT TO JURISDICTION;
      WAIVER OF OBJECTION TO VENUE.
    

    
            THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
      WITH, THE LAWS OF THE STATE OF NEW YORK.  EACH OF THE SECURED PARTIES,
      THE BORROWER AND THE ADMINISTRATIVE AGENT HEREBY AGREES TO THE
      NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL COURT LOCATED WITHIN THE STATE
      OF NEW YORK.  EACH OF THE PARTIES HERETO AND EACH SECURED PARTY HEREBY
      WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO
      VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED
      COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS
      IS DEEMED APPROPRIATE BY SUCH COURT.
    

    
      Section 12.7  WAIVER OF JURY TRIAL.
    

    
            TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE SECURED
      PARTIES, THE BORROWER AND THE ADMINISTRATIVE AGENT WAIVES ANY RIGHT TO
      HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
      CONTRACT, TORT, OR OTHERWISE BETWEEN THE PARTIES HERETO ARISING OUT OF,
      CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN
      ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
      CONTEMPLATED HEREBY.  INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL
      BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.
    

    
      Section 12.8  Costs, Expenses and Taxes.
    

    
             (a)  In addition to the rights of indemnification granted to the
      Administrative Agent, the Managing Agents, the other Secured Parties and
      its or their Affiliates and officers, directors, employees and agents
      thereof under Article IX hereof, the Borrower agrees to pay on
      demand all reasonable costs and expenses of the Administrative Agent,
      the Managing Agents and the other Secured Parties incurred in connection
      with the preparation, execution, delivery, administration (including
      periodic auditing), amendment or modification of, or any waiver or
      consent issued in connection with, this Agreement and the other
      documents to be delivered hereunder or in connection herewith,
      including, without limitation, the reasonable fees and out-of-pocket
      expenses of counsel for the Administrative Agent, the Managing Agents
      and the other Secured Parties with respect thereto and with respect to
      advising the Administrative Agent, the Managing Agents and the other
      Secured Parties as to their respective rights and remedies under this
      Agreement and the other documents to be delivered hereunder or in
      connection herewith, and all costs and expenses, if any (including
      reasonable counsel fees and expenses), incurred by the Administrative
      Agent, the Managing Agents or the other Secured Parties in connection
      with the enforcement of this Agreement and the other documents to be
      delivered hereunder or in connection herewith (including any Hedge
      Agreement).
    

    

    

    
      
        

        

      

      
        
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             (b)  The Borrower shall pay on demand any and all stamp, sales,
      excise and other taxes and fees payable or determined to be payable in
      connection with the execution, delivery, filing and recording of this
      Agreement, the other documents to be delivered hereunder or any
      agreement or other document providing liquidity support, credit
      enhancement or other similar Support to the Lender in connection with
      this Agreement or the funding or maintenance of Advances hereunder.
    

    
             (c)  The Borrower shall pay on demand all other costs, expenses
      and taxes (excluding income taxes) (“Other Costs”),
      including, without limitation, all reasonable costs and expenses
      incurred by the Administrative Agent or any Managing Agent in connection
      with periodic audits of the Borrower’s or the Servicer’s books and
      records, which are incurred as a result of the execution of this
      Agreement.
    

    
      Section 12.9  No Proceedings.
    

    
      Each party hereto (other than each CP Lender, as to itself) hereby
      covenants and agrees that on behalf of itself and each of its
      affiliates, that prior to the date which is one year and one (1) day
      after the payment in full of all indebtedness for borrowed money of a CP
      Lender, such party will not institute against, or join any other Person
      in instituting against, such CP Lender any bankruptcy, reorganization,
      arrangement, insolvency or liquidation proceedings or other similar
      proceeding under the laws of the United States or any state of the
      United States.  The provisions of this Section 12.9
      shall survive the termination of this Agreement.
    

    
      Each of the parties hereto (other than the Administrative Agent and the
      Secured Parties) hereby agrees that it will not institute against, or
      join any other Person in instituting against the Borrower any Insolvency
      Proceeding so long as there shall not have elapsed one (1) year and one
      (1) day since the Collection Date.
    

    
      Section 12.10  Recourse Against Certain Parties.
    

    
             (a)  No recourse under or with respect to any obligation,
      covenant or agreement (including, without limitation, the payment of any
      fees or any other obligations) of the Administrative Agent, any Secured
      Party as contained in this Agreement or any other agreement, instrument
      or document entered into by it pursuant hereto or in connection herewith
      shall be had against any Person or any manager or administrator of such
      Person or any incorporator, affiliate, stockholder, officer, employee or
      director of such Person or of the Borrower or of any such manager or
      administrator, as such, by the enforcement of any assessment or by any
      legal or equitable proceeding, by virtue of any statute or otherwise.
    

    
             (b)  Each of parties hereto hereby acknowledges and agrees that
      any other transactions with a CP Lender hereunder shall be without
      recourse of any kind to such CP Lender.  A CP Lender shall have no
      obligation to pay any amounts owing hereunder in excess of any amount
      available to such CP Lender after paying or making provision for the
      payment of any commercial paper notes of such CP Lender.  In addition,
      each party hereto agrees that a CP Lender shall have no obligation to
      pay any other party, any amounts constituting fees, a reimbursement for
      expenses or indemnities (collectively, “Expense Claims”), and such
      Expense Claims shall not constitute a claim against such CP Lender (as
      defined in Section 101 of Title 11 of the United States Bankruptcy
      Code), unless or until such CP Lender has received amounts sufficient to
      pay such Expense Claims and such amounts are not required to pay the
      commercial paper of such CP Lender.
    

    

    

    
      
        

        

      

      
        
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             (c)  The provisions of this Section
      12.10 shall survive the termination of this Agreement.
    

    
      Section 12.11  Protection of Security Interest;
      Appointment of Administrative Agent as Attorney-in-Fact.
    

    
             (a)  The Borrower shall, or shall cause the Servicer to, cause
      this Agreement, all amendments hereto and/or all financing statements
      and continuation statements and any other necessary documents covering
      the right, title and interest of the Administrative Agent as agent for
      the Secured Parties and of the Secured Parties to the Collateral to be
      promptly recorded, registered and filed, and at all time to be kept
      recorded, registered and filed, all in such manner and in such places as
      may be required by law fully to preserve and protect the right, title
      and interest of the Administrative Agent as agent for the Secured
      Parties hereunder to all property comprising the Collateral.  The
      Borrower shall deliver or, shall cause the Servicer to deliver, to the
      Administrative Agent file-stamped copies of, or filing receipts for, any
      document recorded, registered or filed as provided above, as soon as
      available following such recording, registration or filing.  The
      Borrower and the Servicer shall cooperate fully in connection with the
      obligations set forth above and will execute any and all documents
      reasonably required to fulfill the intent of this Section 12.11.
    

    
             (b)  The Borrower agrees that from time to time, at its expense,
      it will promptly execute and deliver all instruments and documents, and
      take all actions, that may reasonably be necessary or desirable, or that
      the Administrative Agent may reasonably request, to perfect, protect or
      more fully evidence the security interest granted to the Administrative
      Agent, as agent for the Secured Parties, in the Collateral, or to enable
      the Administrative Agent or the Secured Parties to exercise and enforce
      their rights and remedies hereunder.
    

    
             (c)  If the Borrower or the Servicer fails to perform any of its
      obligations hereunder after five (5) Business Days’ notice from the
      Administrative Agent, the Administrative Agent or any Lender may (but
      shall not be required to) perform, or cause performance of, such
      obligation; and the Administrative Agent’s or such Lender’s reasonable
      costs and expenses incurred in connection therewith shall be payable by
      the Borrower (if the Servicer that fails to so perform is the Borrower
      or an Affiliate thereof) as provided in Article IX, as
      applicable.  The Borrower irrevocably authorizes the Administrative
      Agent and appoints the Administrative Agent as its attorney-in-fact to
      act on behalf of the Borrower, (i) to execute on behalf of the Borrower
      as debtor and to file financing statements necessary or desirable in the
      Administrative Agent’s sole discretion to perfect and to maintain the
      perfection and priority of the interest of the Secured Parties in the
      Collateral and (ii) to file a carbon, photographic or other reproduction
      of this Agreement or any financing statement with respect to the
      Collateral as a financing statement in such offices as the
      Administrative Agent in its sole discretion deems necessary or desirable
      to perfect and to maintain the perfection and priority of the interests
      of the Lenders in the Collateral.  This appointment is coupled with an
      interest and is irrevocable.
    

    

    

    
      
        

        

      

      
        
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             (d)  Without limiting the generality of the foregoing, Borrower
      will, not earlier than six (6) months and not later than three (3)
      months prior to the fifth anniversary of the date of filing of the
      financing statement referred to in Section 3.1 or any other
      financing statement filed pursuant to this Agreement or in connection
      with any Advance hereunder, unless the Collection Date shall have
      occurred:
    

    
                     (i)  execute and deliver and file or cause to be filed an
      appropriate continuation statement with respect to such financing
      statement; and
    

    
                    (ii)  deliver or cause to be delivered to the
      Administrative Agent an opinion of the counsel for Borrower, in form and
      substance reasonably satisfactory to the Administrative Agent,
      confirming and updating the opinion delivered pursuant to Section 3.1
      with respect to perfection and otherwise to the effect that the
      Collateral hereunder continues to be subject to a perfected security
      interest in favor of the Administrative Agent, as agent for the Secured
      Parties, subject to no other Liens of record except as provided herein
      or otherwise permitted hereunder, which opinion may contain usual and
      customary assumptions, limitations and exceptions.
    

    
      Section 12.12  Confidentiality.
    

    
             (a)  Each of the Administrative Agent, the Managing Agents, the
      other Secured Parties and the Borrower shall maintain and shall cause
      each of its employees and officers to maintain the confidentiality of
      the Agreement and the other confidential proprietary information with
      respect to the other parties hereto and their respective businesses
      obtained by it or them in connection with the structuring, negotiating
      and execution of the transactions contemplated herein, except that each
      such party and its officers and employees may (i) disclose such
      information to its external accountants and attorneys and as required by
      an Applicable Law, as required to be publicly filed with SEC, or as
      required by an order of any judicial or administrative proceeding, (ii)
      disclose the existence of this Agreement, but not the financial terms
      thereof and (iii) disclose the Agreement and such information in any
      suit, action, proceeding or investigation (whether in law or in equity
      or pursuant to arbitration) involving and of the Loan Documents or any
      Hedging Agreement for the purpose of defending itself, reducing itself,
      reducing its liability, or protecting or exercising any of its claims,
      rights, remedies, or interests under or in connection with any of the
      Loan Documents or any Hedging Agreement.
    

    
             (b)  Anything herein to the contrary notwithstanding, the
      Borrower hereby consents to the disclosure of any nonpublic information
      with respect to it for use in connection with the transactions
      contemplated herein and in the Transaction Documents (i) to the
      Administrative Agent or the Secured Parties by each other, (ii) by the
      Administrative Agent or the Secured Parties to any prospective or actual
      Eligible Assignee or participant of any of them or (iii) by the
      Administrative Agent or the Secured Parties to any Rating Agency,
      commercial paper dealer or provider of a surety, guaranty or credit or
      liquidity enhancement to a Secured Party and to any officers, directors,
      members, employees, outside accountants and attorneys of any of the
      foregoing, provided each such Person is informed of the confidential
      nature of such information and agree to be bound hereby.  In addition,
      the Secured Parties and the Administrative Agent may disclose any such
      nonpublic information pursuant to any law, rule, regulation, direction,
      request or order of any judicial, administrative or regulatory authority
      or proceedings.
    

    

    

    
      
        

        

      

      
        
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             (c)  The Borrower and the Servicer each agrees that it shall not
      (and shall not permit any of its Affiliates to) issue any news release
      or make any public announcement pertaining to the transactions
      contemplated by this Agreement and the Transaction Documents without the
      prior written consent of the Administrative Agent (which consent shall
      not be unreasonably withheld) unless such news release or public
      announcement is required by law, in which case the Borrower or the
      Servicer shall consult with the Administrative Agent and each Managing
      Agent prior to the issuance of such news release or public
      announcement.  The Borrower and the Servicer each may, however, disclose
      the general terms of the transactions contemplated by this Agreement and
      the Transaction Documents to trade creditors, suppliers and other
      similarly-situated Persons so long as such disclosure is not in the form
      of a news release or public announcement.
    

    
      Section 12.13  Execution in Counterparts; Severability;
      Integration.
    

    
             This Agreement may be executed in any number of counterparts and
      by different parties hereto in separate counterparts, each of which when
      so executed shall be deemed to be an original and all of which when
      taken together shall constitute one and the same agreement.  In case any
      provision in or obligation under this Agreement shall be invalid,
      illegal or unenforceable in any jurisdiction, the validity, legality and
      enforceability of the remaining provisions or obligations, or of such
      provision or obligation in any other jurisdiction, shall not in any way
      be affected or impaired thereby.  This Agreement contains the final and
      complete integration of all prior expressions by the parties hereto with
      respect to the subject matter hereof and shall constitute the entire
      agreement among the parties hereto with respect to the subject matter
      hereof, superseding all prior oral or written understandings other than
      the Fee Letter.
    

    
      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
    

    

    

    
      
        

        

      

      
        
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      IN WITNESS WHEREOF, the parties have caused this Agreement to be
      executed by their respective officers thereunto duly authorized, as of
      the date first above written.
    

    
    	
          BORROWER:
        	
          GLADSTONE BUSINESS INVESTMENT, LLC
        
	

        	

        	
           
        
	

        	
          By
        	
           
        
	

        	

        	
          Name:

          
            Title:
          

        
	

        	

        	
           
        
	

        	
          Gladstone Business Investment, LLC
1521 Westbranch Drive, Suite
          200
McLean, Virginia 22102
Attention: President
Facsimile
          No.: (703) 287-5801
Confirmation No.: (703) 286-7000
        
	

        	

        	
           
        
	
          SERVICER:
        	
          
            GLADSTONE MANAGEMENT CORPORATION
          

        
	

        	

        	
           
        
	

        	
          
            By
          

        	
           
        
	

        	

        	
          Name:

          
            Title:
          

        
	

        	

        	
           
        
	

        	
          Gladstone Management Corporation
1521 Westbranch Drive, Suite 200
McLean,
          Virginia 22102
Attention: Chairman
Facsimile No.: (703)
          287-5801
Confirmation No.: (703) 286-7000
        


    

    

    

    
      AMENDED AND RESTATED CREDIT AGREEMENT
(October 2008)
    

    
      
        

        

      

      
        
          S- 1
        

        
          


        

      

      
        

        

      

    

    

    

    
    	
          COMMITTED LENDER:
        	
          
            DEUTSCHE BANK AG, CAYMAN ISLAND
BRANCH
          

        
	

        	

        	
           
        
	

        	
          By
        	
           
        
	

        	

        	
          Name:

          
            Title:
          

        
	

        	

        	
           
        
	

        	
          By
        	
          ____________________________________

          
            Name:
          

          
            Title:
          

        
	

        	

        	
           
        
	

        	
           
        
	

        	
           
        
	

        	
           
        
	

        	
           
        
	

        	
          Commitment: $125,000,000

60 Wall Street
18th
          Floor
New York, New York 10005
Attention: Tina Gu
Phone:
          (212) 250-0357
Facsimile: (212) 797-5150
        
	

        	
           
        


    

    

    

    
      AMENDED AND RESTATED CREDIT AGREEMENT
(October 2008)
    

    
      
        

        

      

      
        
          S- 2
        

        
          


        

      

      
        

        

      

    

    

    

    
    	
          CP LENDER:
        	
          SARATOGA FUNDING CORP., LLC
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By
        	
           
        
	

        	

        	
          Name:

          
            Title:
          

        
	

        	
           
        
	

        	
          
            SARATOGA FUNDING CORP., LLC
c/o Lord Securities Corporation
          

          
            48 Wall Street, 27th Floor
          

          
            New York, NY 10005
          

          
            Attention: President
Phone: (212) 346-9000
Facsimile: (212)
            346-9012
          

          
            

            with copies to:


          

          
            DEUTSCHE BANK AG, NEW YORK BRANCH
60 Wall Street
18th
            Floor
New York, New York 10005
Attention: Tina Gu
Phone:
            (212) 250-0357
Facsimile: (212) 797-5150
          

        


    

    

    

    
      AMENDED AND RESTATED CREDIT AGREEMENT
(October 2008)
    

    
      
        

        

      

      
        
          S- 3
        

        
          


        

      

      
        

        

      

    

    

    

    
    	
          
            MANAGING AGENT for the Saratoga
Lender Group:
          

        	
          DEUTSCHE BANK AG, NEW YORK BRANCH
        
	

        	

        	
           
        
	

        	
          By
        	
           
        
	

        	

        	
          Name:

          
            Title:
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By
        	
          ____________________________________

          
            Name:
          

          
            Title:
          

        
	

        	
           
        
	

        	
           
        
	

        	
           
        
	

        	
           
        
	

        	
          

          60 Wall Street
18th Floor
New York, New York 10005
Attention:
          Tina Gu
Phone: (212) 250-0357
Facsimile: (212) 797-5150
        
	

        	
           
        
	

        	
           
        
	
          ADMINISTRATIVE AGENT
        	
          DEUTSCHE BANK AG, NEW YORK BRANCH
        
	

        	

        	
           
        
	

        	
          By
        	
           
        
	

        	

        	
          Name:

          
            Title:
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By
        	
          ____________________________________

          
            Name:
          

          
            Title:
          

        
	

        	
           
        
	

        	
           
        
	

        	
           
        
	

        	
           
        
	

        	
          

          60 Wall Street
18th Floor
New York, New York 10005
Attention:
          Tina Gu
Phone: (212) 250-0357
Facsimile: (212) 797-5150
        


    

    

    

    
      AMENDED AND RESTATED CREDIT AGREEMENT
(October 2008)
    

    

    

    
      S-4