No Liquidity Event. If the Liquidity Event is not consummated by the Maturity Date or Extension Period, the interest rate on the then outstanding principal amount shall increase to 15% per annum, payable in cash each month, until the Liquidity Event is consummated.

No Termination Event. Both before and immediately after giving effect to this Amendment and the transactions contemplated hereby, no Termination Event or Unmatured Termination Event exists or shall exist.

No Termination Event. There shall not have occurred any event that would permit Cowen to terminate this Agreement pursuant to [Section 12(a)].

No Termination Event. In the case of the SPV, no event has occurred and is continuing and no condition exists, or would result from any Investment or Reinvestment or from the application of the proceeds therefrom, which constitutes or may be reasonable be expected to constitute a Termination Event or a Potential Termination Event. In the case of the Master Servicer, no Master Servicer Default has occurred and is continuing to exist.

Notice of Disqualification Events. The Company will notify the Purchasers in writing, prior to the Closing Date of # any Disqualification Event relating to any Issuer Covered Person and # any event that would, with the passage of time, reasonably be expected to become a Disqualification Event relating to any Issuer Covered Person, in each case of which it is aware.

a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

I understand that # the Shares have not been registered under the Securities Act and are “restricted securities” within the meaning of Rule 144 under the Securities Act, # the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; # in any event, the exemption from registration under Rule 144 will not be available for at least one year and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and # there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register the Shares under the Securities Act.

From the Amendment No. 5 Effective Date until the Maturity Date with respect to the Non-Extended Revolving Credit Facility, all Revolving Credit Loans shall be made on a pro rata basis between the Non-Extended Revolving Credit Facility and the Extended Revolving Credit Facility. On the Maturity Date with respect to the Non-Extended Revolving Credit Facility, if the conditions set forth in [[Section 4.02(i) and (ii)])]])] are satisfied at such time, the Revolving Credit Loans of the Non-Extended Revolving Credit ​ shall be reallocated to the Extended Revolving Credit ​ ratably in accordance with their Pro Rata Share of the Extended Revolving Credit Commitments but in any case, only to the extent the sum of the Revolving Credit Loans of the Non-Extended Revolving Credit ​ and Extended Revolving Credit ​ plus the aggregate Outstanding Amount of all L/C Obligations and Swing Line Loans does not exceed the total Extended Revolving Credit Commitments at such time.

Given that the Parties have had the opportunity to draft, review, and edit the language of this Agreement, no presumption for or against any Party arising out of drafting all or any part of this Agreement will be applied in any action involving this Agreement. Accordingly, the Parties hereby waive the benefit of any federal, state or local law or regulation providing that in cases of uncertainty, language of a contract should be interpreted against the party who caused the uncertainty to exist. This Agreement is the product of a negotiated and bargained for exchange of mutual valuable consideration.

From the Amendment No. 4 Effective Date # this Amendment and the Existing Credit Agreement shall be construed as a single instrument and # each reference in the Existing Credit Agreement to “the Credit Agreement”, “this Agreement”, “hereunder”, “hereof” or words of like import, and each reference in each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import, shall mean and be a reference to the Credit Agreement as amended hereby.