secondamendmenttoloanand






Execution Version  4152-4364-6006.3  OPORTUN PLW TRUST  SECOND AMENDMENT TO THE LOAN AND SECURITY AGREEMENT  This SECOND AMENDMENT TO THE LOAN AND SECURITY  AGREEMENT, dated as of March 25, 2022 (this “Amendment”), is entered into among  OPORTUN PLW TRUST, as borrower (the “Borrower”), OPORTUN PLW DEPOSITOR, LLC,  as the depositor (the “Depositor”), OPORTUN, INC., as seller (the “Seller”), the various  financial institutions party hereto, as lenders (in such capacity, each, a “Lender” and collectively,  the “Lenders”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent  (in such capacity, the “Collateral Agent”), as paying agent (in such capacity, the “Paying  Agent”), as securities intermediary (in such capacity, the “Securities Intermediary”) and as  depositary bank (in such capacity, the “Depositary Bank”).  RECITALS  WHEREAS, the Borrower, the Depositor, the Seller, the Lenders, the Collateral  Agent, the Paying Agent, the Securities Intermediary and the Depositary Bank have previously  entered into that certain Loan and Security Agreement, dated as of September 8, 2021 (as  amended, modified or supplemented prior to the date hereof, the “Loan Agreement”);  WHEREAS, concurrently herewith, the Borrower and the Lenders are entering  into that certain Consent, dated as of the date hereof; and  WHEREAS, in accordance with Section 10.1 of the Loan Agreement, the parties  desire to amend the Loan Agreement as provided herein.  NOW, THEREFORE, in consideration of the mutual agreements herein  contained, and other good and valuable consideration, the receipt and adequacy of which are  hereby acknowledged, each party hereto agrees as follows:  ARTICLE I  DEFINITIONS  SECTION 1.01. Defined Terms Not Defined Herein. All capitalized terms used  herein that are not defined herein shall have the meanings assigned to them in, or by reference in,  the Loan Agreement.  ARTICLE II  AMENDMENTS TO THE LOAN AGREEMENT  SECTION 2.01. Amendments. The Loan Agreement is hereby amended to  incorporate the changes reflected on the marked pages of the Loan Agreement attached hereto as  Schedule I, with a conformed copy of the amended Loan Agreement attached hereto as Schedule  II. Schedule II to this exhibit has been omitted pursuant to Item 601(a)(5) of Regulation S-K.  2  4152-4364-6006.3  ARTICLE III  REPRESENTATIONS AND WARRANTIES  SECTION 3.01. Representations and Warranties. Each of the Seller, the Depositor  and the Borrower hereby represents and warrants to each Lender, the Collateral Agent, the  Paying Agent, the Securities Intermediary, the Depositary Bank that:  (a) Representations and Warranties. Both before and immediately after giving effect  to this Amendment, the representations and warranties made by the Seller, the Depositor and  Borrower in the Loan Agreement and each of the other Transaction Documents to which it is a  party are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in  which case such representations or warranties were true and correct as of such earlier date).  (b) Enforceability. This Amendment and the Loan Agreement, as amended hereby,  constitute the legal, valid and binding obligation of the Seller, the Depositor and the Borrower  enforceable against the Seller, the Depositor and the Borrower in accordance with its respective  terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,  moratorium or similar law affecting creditors’ rights generally and by general principles of  equity.  (c) No Defaults. No Rapid Amortization Event, Event of Default, Servicer Default or  Block Event has occurred and is continuing.  ARTICLE IV  MISCELLANEOUS  SECTION 4.01. Ratification of Loan Agreement. As amended by this Amendment,  the Loan Agreement is in all respects ratified and confirmed and the Loan Agreement, as  amended by this Amendment, shall be read, taken and construed as one and the same instrument.  SECTION 4.02. Execution in Counterparts; Electronic Execution. This Amendment  may be executed in any number of counterparts, all of which taken together shall constitute one  and the same instrument and any of the parties hereto may execute this Amendment by signing  any such counterpart. Each of the parties hereto agrees that this transaction may be conducted by  electronic means. Any signature (including, without limitation, (x) any electronic symbol or  process attached to, or associated with, a contract or other record and adopted by a person with  the intent to sign, authenticate or accept such contract or record and (y) any facsimile or .pdf  signature) hereto or to any other certificate, agreement or document related to this transaction,  and any contract formation or record-keeping, in each case, through electronic means, shall have  the same legal validity and enforceability as a manually executed signature or use of a paper- based record-keeping system to the fullest extent permitted by applicable law, including the  Federal Electronic Signatures in Global and National Commerce Act, the New York State  Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic  Transactions Act, and the parties hereto hereby waive any objection to the contrary. Each party  agrees, and acknowledges that it is such party’s intent, that if such party signs this Amendment  3  4152-4364-6006.3  using an electronic signature, it is signing, adopting, and accepting this Amendment and that  signing this Amendment using an electronic signature is the legal equivalent of having placed its  handwritten signature on this Amendment on paper. Each party acknowledges that it is being  provided with an electronic or paper copy of this Amendment in a usable format.  SECTION 4.03. Recitals. The recitals contained in this Amendment shall be taken  as the statements of the Borrower, the Depositor and the Seller, and none of the Collateral Agent,  the Paying Agent, the Securities Intermediary or the Depositary Bank assumes any responsibility  for their correctness. None of the Collateral Agent, the Paying Agent, the Securities Intermediary  or the Depositary Bank makes any representations as to the validity or sufficiency of this  Amendment.  SECTION 4.04. Rights of the Collateral Agent, the Paying Agent, the Securities  Intermediary and the Depositary Bank. The rights, privileges and immunities afforded to the  Collateral Agent, the Paying Agent, the Securities Intermediary and the Depositary Bank under  the Loan Agreement shall apply hereunder as if fully set forth herein.  SECTION 4.05. GOVERNING LAW; JURISDICTION. THIS AMENDMENT  SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS  OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW  PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK  GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES TO THIS AMENDMENT  HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES  DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY  APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS  THEREOF.  EACH OF THE PARTIES 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 4.06. Effectiveness. This Amendment shall become effective as of the  date hereof upon:  (a) receipt by the Collateral Agent and the Paying Agent of an Officer’s Certificate of  the Borrower stating that the execution of this Amendment is authorized and permitted by the  Transaction Documents and all conditions precedent to the execution of this Amendment have  been satisfied;  (b) receipt by the Collateral Agent and the Paying Agent of an Opinion of Counsel  stating that the execution of this Amendment is authorized and permitted under the Transaction  Documents and all conditions precedent to the execution of this Amendment have been satisfied;  (c) receipt by the Collateral Agent and the Paying Agent of evidence of the consent  of the Borrower and the Lenders to this Amendment;  (d) receipt by the Collateral Agent, Paying Agent and the Lenders of counterparts of  this Amendment, duly executed by each of the parties hereto; and  4  4152-4364-6006.3  (e) receipt by the Collateral Agent, the Paying Agent and the Lenders of such other  instruments, documents, agreements and opinions reasonably requested by the Collateral Agent,  the Paying Agent or any of the Lenders prior to the date hereof.  SECTION 4.07. Limitation of Liability of Owner Trustee. Notwithstanding  anything herein or in any Transaction Document to the contrary, it is expressly understood and  agreed by the parties hereto that (i) this Amendment is executed and delivered by Wilmington  Trust, National Association, not individually or personally but solely as owner trustee (the  “Owner Trustee”) of the Borrower, in the exercise of the powers and authority conferred and  vested in it, (ii) each of the representations, undertakings and agreements herein made on the part  of the Borrower is made and intended not as personal representations, undertakings and  agreements by Wilmington Trust, National Association in its individual capacity, but made and  intended for the purpose of binding only the Borrower, (iii) nothing herein contained shall be  construed as creating any liability on Wilmington Trust, National Association, individually or  personally, to perform any covenants, either expressed or implied, contained herein, all such  liability, if any, being expressly waived by the parties hereto and by any person claiming by,  through or under the parties hereto, (iv) Wilmington Trust, National Association has made no  investigation as to the accuracy or completeness of any representations and warranties made by  the Borrower in this Amendment and (v) under no circumstances shall Wilmington Trust,  National Association be personally liable for the payment of any indebtedness or expenses of the  Borrower or be liable for the breach or failure of any obligation, representation, warranty or  covenant made or undertaken by the Borrower under this Amendment or any other related  document.  (Signature page follows) 





 






    Second Amendment to     Loan Agreement (PLW Trust)      IN WITNESS WHEREOF, the Borrower, the Depositor, the Seller, the Lenders,  the Collateral Agent, the Paying Agent, the Securities Intermediary and the Depositary Bank have  caused this Amendment to be duly executed by their respective officers as of the day and year first  above written.  OPORTUN PLW TRUST,  as Borrower     By: Wilmington Trust, National Association, not in  its individual capacity, but solely as Owner Trustee  of the Borrower      By:/s/ Drew H. Davis ________________________  Name:   Drew H. Davis  Title:    Vice President         OPORTUN PLW DEPOSITOR, LLC,   as Depositor      By:  /s/ Kate Layton   Name: Kate Layton  Title: Secretary      OPORTUN, INC.,   as Seller      By:  /s/ Kate Layton   Name: Kate Layton  Title: Secretary     Second Amendment to     Loan Agreement (PLW Trust)    WILMINGTON TRUST, NATIONAL  ASSOCIATION,  not in its individual capacity but solely as Collateral  Agent      By: /s/ Drew H. Davis ________________________   Name: Drew H. Davis   Title: Vice President    WILMINGTON TRUST, NATIONAL  ASSOCIATION,  not in its individual capacity but solely as Paying  Agent      By: /s/ Drew H. Davis ________________________   Name: Drew H. Davis   Title: Vice President        WILMINGTON TRUST, NATIONAL  ASSOCIATION,  not in its individual capacity but solely as Securities  Intermediary      By: /s/ Drew H. Davis ________________________   Name: Drew H. Davis   Title: Vice President      WILMINGTON TRUST, NATIONAL  ASSOCIATION,  not in its individual capacity but solely as  Depositary Bank      By: /s/ Drew H. Davis ________________________   Name: Drew H. Davis   Title: Vice President        Second Amendment to     Loan Agreement (PLW Trust)    GOLDMAN SACHS BANK USA,  as a Committed Lender      By:  /s/ Charles Johnston   Name: Charles Johnston  Title: Authorized Signatory        Second Amendment to     Loan Agreement (PLW Trust)    JEFFERIES FUNDING LLC,  as a Committed Lender      By:  /s/ Kirsten Doody   Name: Kirsten Doody  Title: President      





 






    Second Amendment to     Loan Agreement (PLW Trust)    JPMORGAN CHASE BANK, N.A.,  as a Committed Lender      By:  /s/ Gareth Morgan   Name:Gareth Morgan  Title: Executive Director        CHARIOT FUNDING LLC,  as a Bank Sponsored Lender      By:  /s/ Gareth Morgan   Name: Gareth Morgan  Title: Executive Director            Second Amendment to     Loan Agreement (PLW Trust)    MORGAN STANLEY BANK, N.A.,  as a Committed Lender      By:  /s/ Darius Houseal   Name: Darius Houseal  Title: Authorized Signatory     4152-4364-6006.3  SCHEDULE I  Amendments to the Loan Agreement  CONFORMED COPY As amended by the Second Amendment to the Loan and Security Agreement, dated as of March 25, 2022 4162-7308-5238.14162-7308-5238.5 LOAN AND SECURITY AGREEMENT among OPORTUN PLW TRUST, as Borrower, OPORTUN PLW DEPOSITOR, LLC, as Depositor, OPORTUN, INC., as Seller, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Lenders, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent, Paying Agent, Securities Intermediary and Depositary Bank dated as of September 8, 2021 





 






TABLE OF CONTENTS Page -  i- 4162-7308-5238.14162-7308-5238.5 ARTICLE I. DEFINITIONS 1 SECTION 1.1 Certain Defined Terms 1 SECTION 1.2 Other Definitional Provisions 46 ARTICLE II. ADVANCES AND FACILITY LOANS; COLLATERAL 47 SECTION 2.1 Advances 47 SECTION 2.2 Extension of Scheduled Amortization Period Commencement Date 49 SECTION 2.3 Reduction of Maximum Principal Amount 49 SECTION 2.4 Repayments and Prepayments 50 SECTION 2.5 Broken Funding 50 SECTION 2.6 Fees 50 SECTION 2.7 Grant of Security Interest 51 SECTION 2.8 Takeouts 52 SECTION 2.9 Removed Receivables 53 SECTION 2.10 Release of Collateral 53 SECTION 2.11 Temporary Additional Commitment 54 ARTICLE III. CLOSING; COLLECTIONS, ALLOCATIONS AND PAYMENTS; REPORTING 5455 SECTION 3.1 Closing 5455 SECTION 3.2 Transactions to be Effected at the Closing 5455 SECTION 3.3 Rights of Lenders 5455 SECTION 3.4 Collection of Money 55 SECTION 3.5 Establishment of Accounts 5556 SECTION 3.6 Collections and Allocations 5758 SECTION 3.7 Determination of Monthly Interest; LIBOR Notification 5960 SECTION 3.8 Monthly Payments 6162 SECTION 3.9 Servicer’s Failure to Make a Deposit or Payment 6364 SECTION 3.10 Determination of One-Month LIBOR 6465 SECTION 3.11 Distributions 6667 SECTION 3.12 Monthly Statement 6667 SECTION 3.13 Borrower Payments 69 SECTION 3.14 Appointment of Paying Agent 6970 SECTION 3.15 Paying Agent to Hold Money in Trust 70 ARTICLE IV. CONDITIONS PRECEDENT 7172 SECTION 4.1 Conditions Precedent to Effectiveness 7172 SECTION 4.2 Conditions Precedent to each Advance 7475 ARTICLE V. REPRESENTATIONS AND WARRANTIES OF THE SELLER, THE DEPOSITOR AND THE BORROWER 7475 SECTION 5.1 Representations, Warranties and Covenants of the Seller, the Depositor and the Borrower 7475 TABLE OF CONTENTS (continued) Page - ii- 4162-7308-5238.14162-7308-5238.5 SECTION 5.2 Reaffirmation of Representations and Warranties by the Borrower 82 ARTICLE VI. COVENANTS 8283 SECTION 6.1 Money for Payments to be Held in Trust 8283 SECTION 6.2 Affirmative Covenants of the Borrower 8283 SECTION 6.3 Negative Covenants of the Borrower 8788 SECTION 6.4 Further Instruments and Acts 91 SECTION 6.5 Appointment of Successor Servicer 91 SECTION 6.6 Perfection Representations 91 SECTION 6.7 Monthly Statement; Notice of Adverse Effect 9192 SECTION 6.8 Further Assurances 9192 SECTION 6.9 Modifications to Transaction Documents 9192 SECTION 6.10 Expenses 92 SECTION 6.11 Reorganizations and Transfers 9293 SECTION 6.12 Custodial Acknowledgement Agreement 9293 ARTICLE VII. RAPID AMORTIZATION EVENTS; EVENTS OF DEFULT; REMEDIES 9293 SECTION 7.1 Rapid Amortization Events 9293 SECTION 7.2 Events of Default 93 SECTION 7.3 Rights of the Collateral Agent Upon Events of Default 9697 SECTION 7.4 Collection of Indebtedness and Suits for Enforcement by Collateral Agent 9798 SECTION 7.5 Remedies 99 SECTION 7.6 Waiver of Past Events 100 SECTION 7.7 [Reserved] 100 SECTION 7.8 Unconditional Rights of Lenders to Receive Payment; Withholding Taxes 100101 SECTION 7.9 Restoration of Rights and Remedies 101102 SECTION 7.10 The Collateral Agent May File Proofs of Claim 101102 SECTION 7.11 Priorities 102 SECTION 7.12 Undertaking for Costs 102103 SECTION 7.13 Rights and Remedies Cumulative 102103 SECTION 7.14 Delay or Omission Not Waiver 102103 SECTION 7.15 Control by Lenders v103 SECTION 7.16 Waiver of Stay or Extension Laws 103104 SECTION 7.17 Action on Facility Loans 103104 SECTION 7.18 Performance and Enforcement of Certain Obligations 103104 SECTION 7.19 Reassignment of Surplus 104105 SECTION 7.20 Class B Lender Purchase Option 104105 ARTICLE VIII. INDEMNIFICATION 106 SECTION 8.1 Indemnification 106 SECTION 8.2 Increased Costs 108109 TABLE OF CONTENTS (continued) Page -iii- 4162-7308-5238.14162-7308-5238.5 SECTION 8.3 Indemnity for Taxes 110 SECTION 8.4 Other Costs, Expenses and Related Matters 111112 ARTICLE IX. THE COLLATERAL AGENT 112 SECTION 9.1 Duties of the Collateral Agent 112 SECTION 9.2 Rights of the Collateral Agent 115116 SECTION 9.3 Collateral Agent Not Liable for Recitals 120 SECTION 9.4 Individual Rights of the Collateral Agent 120121 SECTION 9.5 Notice of Defaults 120121 SECTION 9.6 Compensation 120121 SECTION 9.7 Replacement of the Collateral Agent 121 SECTION 9.8 Successor Collateral Agent by Merger, etc. 122123 SECTION 9.9 Eligibility: Disqualification. 122123 SECTION 9.10 Appointment of Co-Collateral Agent or Separate Collateral Agent. 123 SECTION 9.11 [Reserved] 124125 SECTION 9.12 Taxes 124 SECTION 9.13 [Reserved] 124125 SECTION 9.14 Suits for Enforcement 124125 SECTION 9.15 Reports by Collateral Agent to Lenders 125 SECTION 9.16 Representations and Warranties of Collateral Agent 125 SECTION 9.17 The Borrower Indemnification of the Collateral Agent 125126 SECTION 9.18 Collateral Agent’s Application for Instructions from the Borrower 126 SECTION 9.19 [Reserved] 126 SECTION 9.20 Maintenance of Office or Agency 126 SECTION 9.21 Concerning the Rights of the Collateral Agent 126127 SECTION 9.22 Direction to the Collateral Agent 126127 ARTICLE X. MISCELLANEOUS 126127 SECTION 10.1 Amendments 126127 SECTION 10.2 Notices 127 SECTION 10.3 No Waiver; Remedies 128129 SECTION 10.4 Binding Effect; Assignability 129 SECTION 10.5 Confidentiality 130131 SECTION 10.6 GOVERNING LAW; JURISDICTION 130131 SECTION 10.7 Wavier of Trial by Jury 130131 SECTION 10.8 Lending Decision 131 SECTION 10.9 Execution in Counterparts; Electronic Execution 131 SECTION 10.10 No Recourse 131132 SECTION 10.11 Survival 132 SECTION 10.12 Recourse 132 SECTION 10.13 Waiver of Special Damages 132 SECTION 10.14 Right of Setoff 132133 TABLE OF CONTENTS (continued) Page - iv- 4162-7308-5238.14162-7308-5238.5 SECTION 10.15 Severability 132133 SECTION 10.16 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 132133 SECTION 10.17 Recognition of the U.S. Special Resolution Regimes 133134 SECTION 10.18 Intercreditor Agreement 134 SECTION 10.19 Return of Certain Payments 134135 SECTION 10.20 Entire Agreement 135136 SECTION 10.21 Owner Trustee Limitation of Liability 135136   SECTION 10.22 Multiple Capacities 136 SCHEDULES AND EXHIBITS Exhibit A Form Borrowing Notice Exhibit B Form of Monthly Statement Exhibit C Form of Permitted Takeout Release Exhibit D [Reserved] Exhibit E Form of Lien Release Exhibit F Form Assignment Agreement Exhibit G Form of Intercreditor Agreement Exhibit H Form Custodial Acknowledgement Agreement Schedule I Lenders and Commitments Schedule II Perfection Representations, Warranties and Covenants Schedule III List of Proceedings Schedule IV Place of Business and List of Trade Names 





 






 11 4162-7308-5238.14162-7308-5238.5 “Class A Loan Principal” means, on any date of determination and with respect to any Class A Loan, the outstanding principal amount of such Class A Loan. “Class A Loan Rate” means, with respect to any day, a variable rate per annum equal to the sum of (i) the Benchmark on such day (or if the Alternative Rate applies on such day pursuant to Section 3.10, the Alternative Rate), plus (ii) the Applicable Margin, plus, if applicable, (iii) (x) during the Amortization Period or if a Rapid Amortization Event has occurred (so long as an Event of Default has not occurred), 1.00%, or (y) if an Event of Default has occurred, 3.00%. “Class A Loans” means the loans funded by the Class A Advances made by the Class A Lenders. “Class A Maximum Principal Amount” means $533,333,333553,333,333.33. “Class A Monthly Interest” has the meaning specified in Section 3.7(a). “Class A Unused Commitment” means, at any time, and with respect to any Class A Lender, an amount equal to (i) the Commitment of such Class A Lender at such time, minus (ii) the Class A Loan Principal of such Class A Lender’s Class A Loan at such time; provided that, with respect to any Committed Lender with a related Bank Sponsored Lender, such Committed Lender and its related Bank Sponsored Lender will be considered together for purposes of this determination. “Class A Unused Fee” has the meaning specified in the Class A Fee Letter, as notified by the Borrower to the Back-Up Servicer and the Servicer in writing. “Class B Additional Interest” has the meaning specified in Section 3.7(b). “Class B Advance” has the meaning specified in Section 2.1(a). “Class B Advance Rate” means 90.0%. “Class B Aggregate Unused Commitment” means, at any time, an amount equal to (i) the Class B Maximum Principal Amount at such time, minus (ii) the Aggregate Class B Loan Principal at such time. “Class B Borrowing Base Amount” means, on any date of determination (i) prior to a Class B Paydown Event, (a) the product of (I) the Outstanding Receivables Balance of all Eligible Receivables (other than any Eligible Receivables that would cause the Concentration Limits to be exceeded) and (II) the Class B Advance Rate, minus (b) the Class A Loan Principal, and (ii) following the occurrence of a Class B Paydown Event, zero. “Class B Borrowing Base Shortfall” means, on any date of determination, the excess, if any, of (i) the Class B Loan Principal, over (ii) the Class B Borrowing Base Amount. “Class B Deficiency Amount” has the meaning specified in Section 3.7(b).  12 4162-7308-5238.14162-7308-5238.5 “Class B Fee Letter” means the letter agreement, dated as of September 8, 2021, among the Borrower and the Class B Lenders. “Class B Initial Principal Amount” means the aggregate initial principal amount of the Class B Loans on the Closing Date, which was $43,778,000. “Class B Lender” means a Lender with respect to a Class B Loan, as identified on Schedule I hereto. “Class B Loan Principal” means, on any date of determination and with respect to any Class B Loan, the outstanding principal amount of such Class B Loan. “Class B Loan Rate” means, with respect to any day, a variable rate per annum equal to the sum of (i) the Benchmark on such day (or if the Alternative Rate applies on such day pursuant to Section 3.10, the Alternative Rate), plus (ii) the Applicable Margin, plus, if applicable, (iii) (x) during the Amortization Period or if a Rapid Amortization Event has occurred (so long as an Event of Default has not occurred), 1.00%, or (y) if an Event of Default has occurred, 3.00%. “Class B Loans” means the loans funded by the Class B Advances made by the Class B Lenders. “Class B Maximum Principal Amount” means $66,666,66766,666,667.67. “Class B Monthly Interest” has the meaning specified in Section 3.7(b). “Class B Paydown Event” means the determination by a federal regulator that the Class B Loans, or any interest therein, constitute “ownership interests” in a “covered fund,” each as defined in the Volcker Rule. “Class B Purchase Option” has the meaning specified in Section 7.20(a). “Class B Purchase Option Exercise Date” has the meaning specified in Section 7.20(a). “Class B Purchase Option Notice” has the meaning specified in Section 7.20(a). “Class B Purchase Option Period” has the meaning specified in Section 7.20(a). “Class B Purchase Option Termination Date” has the meaning specified in Section 7.20(a). “Class B Purchase Option Trigger” has the meaning specified in Section 7.20(a). “Class B Unused Commitment” means, at any time, and with respect to any Class B Lender, an amount equal to (i) the Commitment of such Class B Lender at such time, minus (ii) the Class B Loan Principal of such Class B Lender’s Class B Loan at such time; provided that, with respect to any Committed Lender with a related Bank Sponsored Lender, such  55 4162-7308-5238.14162-7308-5238.5 by an Officer’s Certificate of the Administrator certifying that all conditions precedent relating to such release have been complied with and (c) in connection with any removal of Takeout Receivables from the Collateral in accordance with a Permitted Takeout, release its security interest in the Takeout Assets upon (i) receipt of an Officer’s Certificate of the Administrator specifying the amount of the Takeout Price with respect thereto calculated in accordance with Section 2.8(d), certifying that such Takeout Price has been deposited into the Collection Account and such release is authorized and permitted under the Transaction Documents, and specifying the respective addresses and e-mail addresses of the Lenders and the Borrower, and (ii) immediately following receipt by the Collateral Agent of the Administrator’s Officer’s Certificate referenced in clause (i) above, written confirmation by the Collateral Agent (which may be by email or such other method as acceptable to the Collateral Agent) to the Lenders and the Borrower (solely to the extent their respective addresses and e-mail addresses are provided to the Collateral Agent in such Officer’s Certificate) that an amount equal to such Takeout Price has been deposited into the Collection Account. Temporary Additional Commitment.  NotwithstandingSECTION 2.11 anything to the contrary in this Agreement or in any other Transaction Document, solely during the Temporary Additional Commitment Period: the following terms shall have the following meanings:(a) “Temporary Additional Class A Loan Principal” means the portion of the Aggregate Class A Loan Principal funded in accordance with Section 2.11(c). “Temporary Additional Commitment Amount” means $20,000,000. “Temporary Additional Commitment Period” means the period commencing on March 25, 2022 and ending on the earlier of (i) the effective date of the first Takeout Transaction occurring on or after March 31, 2022 (after giving effect to such Takeout Transaction) and (ii) April 1, 2022. Each of (i) the “Commitment” of Goldman Sachs Bank USA, as(b) Class A Lender, and (ii) the “Class A Maximum Principal Amount” shall be increased by the Temporary Additional Commitment Amount. With respect to any requested Advance, or portion thereof, that(c) would cause the Aggregate Class A Loan Principal to exceed the Class A Maximum Principal Amount (without regard to the Temporary Additional Commitment Amount), such excess shall be funded by Goldman Sachs Bank USA. The amount of Class A Monthly Interest accruing on any(d) Temporary Additional Class A Loan Principal shall be determined separately assuming clause (i) of the definition of the Class A Loan Rate with respect to such Temporary Additional Class A Loan Principal equals 0.38448% per annum, and such portion of the Class A Monthly Interest shall be payable solely to Goldman Sachs Bank USA.  56 4162-7308-5238.14162-7308-5238.5 To the extent any Temporary Additional Class A Loan Principal(e) is outstanding, any payment of principal allocable to the Aggregate Additional Class A Loan Principal (including, without limitation, any Prepayments or payments in connection with a Takeout Transaction) shall be applied first to reduce the Temporary Additional Class A Loan Principal to zero before being applied to reduce the remainder of the Aggregate Class A Loan Principal.  Failure by the Borrower to reduce the Temporary Additional(f) Class A Loan Principal to zero prior to the termination of the Temporary Additional Commitment Period shall constitute an Event of Default.  ARTICLE III. CLOSING; COLLECTIONS, ALLOCATIONS AND PAYMENTS; REPORTING Closing.  The closing (the “Closing”) of this Agreement will beSECTION 3.1 held at 10:00 a.m. (New York time) on the Closing Date, at the offices of Orrick, Herrington & Sutcliffe LLP, 51 West 52nd Street, New York, NY 10019, or if the conditions to closing set forth in Article IV of this Agreement shall not have been satisfied or waived by such date, as soon as practicable after such conditions shall have been satisfied or waived, or at such other time, date and place as the parties shall agree upon. Transactions to be Effected at the Closing.  At the Closing (a) eachSECTION 3.2 Class A Lender will deliver to the Borrower funds in an amount equal to such Class A Lender’s Lender Percentage of the Class A Initial Principal Amount and (b) each Class B Lender will deliver to the Borrower funds in an amount equal to such Class B Lender’s Lender Percentage of the Class B Initial Principal Amount. Rights of Lenders.  Each Facility Loan shall be secured by theSECTION 3.3 entire Collateral, including the right to receive the Collections and other amounts at the times and in the amounts specified in this Article III to be deposited in the Trust Accounts or to be paid to the Lenders.  In no event shall the grant of a security interest in the entire Collateral be deemed to entitle any Lender to receive Collections or other proceeds of the Collateral in excess of the amounts to be applied pursuant to Article III. Collection of Money.  Except as otherwise expressly providedSECTION 3.4 herein, the Collateral Agent may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Collateral Agent pursuant to this Agreement.  The Collateral Agent shall apply all such money received by it as provided in this Agreement.  Except as otherwise expressly provided in this Agreement, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Collateral, the Collateral Agent may, but shall not be obligated to,  take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings.  Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Agreement and any right to proceed thereafter as provided in Article VII. 





 






SCHEDULE I LENDERS AND COMMITMENTS Committed Class A  Lender Commitment Related Bank Sponsored Lender Goldman Sachs Bank USA $160,000,000$160,000,000.00 N/A Jefferies Funding LLC $53,333,333$53,333,333.33 N/A JPMorgan Chase Bank, N.A. $160,000,000$160,000,000.00 Chariot Funding LLC Morgan Stanley Bank, N.A. $160,000,000$160,000,000.00 N/A TOTAL $533,333,333$533,333,333.33 Committed Class B  Lender Commitment Related Bank Sponsored  Lender Jefferies Funding LLC $66,666,667$66,666,667.67 N/A TOTAL $66,666,667$66,666,667.67 Schedule I-  1 4162-7308-5238.14162-7308-5238.5 4152-4364-6006.3  SCHEDULE II  Conformed Copy of Amended Loan Agreement