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ARTICLE I DEFINITIONS

1

Section 1.1

Certain Defined Terms.

1

Section 1.2

Other Terms.

29

Section 1.3

Computation of Time Periods.

29

Section 1.4

Interpretation.

29

ARTICLE II ADVANCES

30

Section 2.1

Advances.

30

Section 2.2

Procedures for Advances.

31

Section 2.3

Optional Changes in Facility Amount; Prepayments.

32

Section 2.4

Principal Repayments.

33

Section 2.5

The Notes.

33

Section 2.6

Interest Payments.

34

Section 2.7

Fees.

35

Section 2.8

Settlement Procedures.

35

Section 2.9

Collections and Allocations.

36

Section 2.10

Payments, Computations, Etc.

37

Section 2.11

Breakage Costs.

37

Section 2.12

Increased Costs; Capital Adequacy; Illegality.

38

Section 2.13

Taxes.

39

Section 2.14

Revolver Loan Funding.

41

ARTICLE III CONDITIONS OF EFFECTIVENESS AND ADVANCES

42

Section 3.1

Conditions to Effectiveness and Advances.

42

Section 3.2

Additional Conditions Precedent to All Advances.

43

ARTICLE IV REPRESENTATIONS AND WARRANTIES

43

Section 4.1

Representations and Warranties of the Borrower.

43

ARTICLE V GENERAL COVENANTS OF THE BORROWER

47

Section 5.1

Covenants of the Borrower.

47

Section 5.2

Hedging Agreement.

52

ARTICLE VI SECURITY INTEREST

52

Section 6.1

Security Interest.

52

Section 6.2

Remedies.

53

Section 6.3

Release of Liens.

54

Section 6.4

Assignment of the Purchase Agreement.

55

ARTICLE VII ADMINISTRATION AND SERVICING OF LOANS

55

Section 7.1

Appointment of the Servicer.

55

Section 7.2

Duties and Responsibilities of the Servicer.

55

Section 7.3

Authorization of the Servicer.

57

Section 7.4

Collection of Payments.

58

Section 7.5

Servicer Advances.

59

Section 7.6

Realization Upon Defaulted Loans or Charged-Off Loans.

59

Section 7.7

Optional Repurchase of Transferred Loans.

60

Section 7.8

Representations and Warranties of the Servicer.

60

Section 7.9

Covenants of the Servicer.

62

Section 7.10

Payment of Certain Expenses by Servicer.

63

Section 7.11

Reports.

64

Section 7.12

Annual Statement as to Compliance.

64

Section 7.13

Limitation on Liability of the Servicer and Others.

64

Section 7.14

The Servicer Not to Resign.

65

Section 7.15

Access to Certain Documentation and Information Regarding the Loans.

65

Section 7.16

Merger or Consolidation of the Servicer.

66

Section 7.17

Identification of Records.

66

Section 7.18

Servicer Termination Events.

66

Section 7.19

Appointment of Successor Servicer.

68

Section 7.20

Market Servicing Fee.

69

ARTICLE VIII EARLY TERMINATION EVENTS

69

Section 8.1

Early Termination Events.

69

ARTICLE IX INDEMNIFICATION

71

Section 9.1

Indemnities by the Borrower.

71

Section 9.2

Indemnities by the Servicer.

73

ARTICLE X THE ADMINISTRATIVE AGENT AND THE MANAGING AGENTS

74

Section 10.1

Authorization and Action.

74

Section 10.2

Delegation of Duties.

75

Section 10.3

Exculpatory Provisions.

75

Section 10.4

Reliance.

76

Section 10.5

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

77

Section 10.6

Reimbursement and Indemnification.

77

Section 10.7

Administrative Agent and Managing Agents in their Individual Capacities.

77