CREDIT AGREEMENT

Exhibit 2.2

Execution Version

$85,000,000

CREDIT AGREEMENT

Dated as of August 13, 2008

between

SHERMAN FINANCIAL GROUP LLC,
as Borrower

and

MORTGAGE GUARANTY INSURANCE CORPORATION,
as Administrative Agent, Collateral Agent and Initial Lender

TABLE OF CONTENTS

EXHIBITS AND SCHEDULE

     CREDIT AGREEMENT, dated as of August 13, 2008 (this “ Agreement ”), between SHERMAN FINANCIAL GROUP LLC, a Delaware limited liability company (the “ Borrower ”), and MORTGAGE GUARANTY INSURANCE CORPORATION (“ MGIC ”), as the initial lender (in such capacity, the “ Initial Lender ”) and as the administrative agent (in such capacity, the “ Administrative Agent ”) and collateral agent (in such capacity, the “ Collateral Agent ”) for the Lenders (as hereinafter defined).

PRELIMINARY STATEMENT:

     WHEREAS, the Borrower has requested that the Initial Lender accept the Initial Lender’s Note (as defined below), which is in the aggregate principal amount of $85,000,000, in payment of a portion of the price of the Repurchase (as defined below); and

     WHEREAS, subject to the terms and conditions of this Agreement, the Initial Lender is willing to accept the Initial Lender’s Note as such partial payment.

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

     SECTION 1.01. Certain Defined Terms . As used in this Agreement, 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):

     “ ABS Debt ” means Debt for Borrowed Money of the Borrower or any Subsidiary that is a Permitted Finance Receivables Securitization.

     “ Administrative Agent ” has the meaning specified in the recital of parties to this Agreement.

     “ Affiliate ” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person. For purposes of this definition, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) of a Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise.

     “ Agents ” means, collectively, the Administrative Agent and the Collateral Agent.

     “ Alternate Reference Rate ” means, on any date, a fluctuating rate of interest per annum equal to the higher of: (a) the rate then published as the prime rate in the Wall Street Journal ; and (b) the Federal Funds Rate plus 0.50%.

     “ Applicable Law ” means, with respect to any Person, (i) all common law applicable to such Person and (ii) all provisions of all (A) Laws, domestic or foreign, applicable to such

Person, (B) Governmental Approvals applicable to such Person and (C) orders, decisions, judgments and decrees of all arbitrators applicable to such Person.

     “ Applicable Margin ” means 5.00% per annum .

     “ Applicable Percentage ” means, with respect to any Redirected Interest Payment in respect of a Later Note, 1.00 minus the Tax Rate applicable to the holder of such Later Note, expressed as a percentage.

     “ Assignment and Acceptance ” means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, and, if applicable, the Borrower, in the form of Exhibit A , and with the correct alternative selected as indicated in the instruction therein and with Schedule I thereto completed, subject in each case to any modifications approved by the Administrative Agent and each other Person party thereto or whose consent is required under this Agreement.

     “ Borrower ” has the meaning specified in the recital of parties to this Agreement.

     “ Borrower Confidential Information ” means written information furnished to any Agent or any Lender or any of their respective Related Parties by or on behalf of the Borrower or any of its Related Parties in connection with the transactions contemplated by or otherwise pursuant to this Agreement or any other Loan Document or information obtained by any Agent, any Lender or any of their respective Related Parties in the course of any review of the books or records of the Borrower or any of its Related Parties, but does not include any such information that is or becomes generally available to the public through no act or omission by any Agent, any Lender or any of their respective Related Parties or any Person acting on their behalf or that is or becomes available to the Administrative Agent or such Lender from a source other than the Borrower or any of its Related Parties or any Person acting on their behalf that to the knowledge of the recipient party did not have a duty of confidentiality to the Borrower or any of its Related Parties.

     “ Business Day ” means a day of the year on which banks are not required or authorized by law to close in New York City, and, if the interest on the Loan is accruing based on the Eurodollar Rate on such day, on which dealings are carried on in the London interbank market.

     “ CEO ” means the individual who on July 1, 2008 was the chief executive officer of the Borrower or an entity that served as the Borrower’s exclusive financial advisor and consultant in connection with the policy and investment decisions to be made by the Borrower and administered the day-to-day operations of the Borrower and performed or supervised the various administrative functions reasonably necessary for the management of the Borrower.

     “ CEO Group ” means the CEO and the members of his Immediate Family.

     “ Citi Agreement ” means the Credit Agreement, dated as of September 14, 2007, among certain Affiliates of the Borrower, the Initial Lenders (as defined therein) and Citicorp USA, Inc.

     “ Closing Date ” has the meaning specified in the Securities Repurchase Agreement.

     “ Collateral ” means any collateral from time to time required under Section 5.01(l)(B) of this Agreement to be pledged to secure repayment of the Loan and/or any other amounts payable under any Loan Document.

     “ Collateral Agent ” has the meaning specified in the recital of parties to this Agreement.

     “ Confidential Information ” has the meaning specified in Section 9.08 .

     “ Contingent Liabilities ” means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, obligation or any other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person. The amount of any Person’s obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the lesser of (i) the outstanding principal amount (or maximum outstanding principal amount, if larger) of the debt, obligation or other liability guaranteed thereby and (ii) the stated amount of the guaranty or other undertaking reduced by any payments made thereunder.

     “ Covered Subsidiary ” means, with respect to the Borrower, a Person organized under the laws of the United States or any state or other political subdivision thereof in which the Borrower and/or its Affiliates collectively own an equity or other beneficial interest of at least 75%, other than Credit One Bank, National Association; provided , however , that a Person that but for this proviso would be a Covered Subsidiary shall not be a Covered Subsidiary if (i) the Borrower and its Affiliates collectively own an equity or other beneficial interest in such Person of not more than 90%, (ii) such interest not owned by the Borrower and/or its Affiliates (or, in the case of such interest acquired after the date hereof, such interest owned by the Borrower and/or its Affiliates) was acquired after the date hereof, and (iii) from the perspective of the Borrower and/or its Affiliates, no portion of the reason for engaging in the transaction relating to such interest was to make this proviso applicable. For purposes of this definition, an equity or other beneficial interest is owned by the Borrower and/or its Affiliates if it is owned directly or indirectly.

     “ Debt ” of any Person means, without duplication, (i) all indebtedness of such Person for borrowed money, (ii) all payment obligations of such Person for the deferred purchase price of property or services (other than trade payables not overdue by more than 60 days incurred in the ordinary course of such Person’s business), (iii) all payment obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (iv) all payment obligations of such Person as lessee under leases that have been, in accordance with GAAP, recorded as capital leases, (v) all payment obligations of such Person in respect of reimbursement agreements with respect to acceptances, letters of credit (other than trade letters of credit) or similar extensions of credit, (vi) all payment obligations of such Person under any Hedging Transaction and (vii) all Contingent Liabilities of such Person in respect of the foregoing. For purposes of clause (vi) of this definition, the “principal” amount of Debt of a Person in respect of any Hedging Transaction at any time will be the maximum aggregate amount (after giving effect to

any netting agreements) that such Person would be required to pay if such Hedging Transaction were terminated at such time.

     “ Debt for Borrowed Money ” of any Person means, without duplication, (i) all indebtedness of such Person for borrowed money, (ii) all payment obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, and (iii) all Contingent Liabilities of such Person in respect of the foregoing.

     “ Debtor Relief Proceeding ” means, with respect to any Person, (a) any voluntary or involuntary case, action or proceeding with respect to such Person before any court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, (b) any assignment for the benefit of creditors generally, composition, marshalling of assets for creditors or other similar arrangement in respect of its creditors generally or (c) such Person’s application for or consent to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property, or the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer without application or consent of such Person continuing undischarged or unstayed for 60 days, that is in the case of each of the foregoing clauses (a) , (b) and (c) undertaken under United States federal, state or foreign law.

     “ Default ” means any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

     “ Dollars ” and the symbol “ $ ” mean lawful currency of the United States of America.

     “ DPV ” means the individual who on July 1, 2008 was the director of strategic analysis and portfolio valuation of the Borrower or an entity that served as the Borrower’s exclusive financial advisor and consultant in connection with the policy and investment decisions to be made by the Borrower and administered the day-to-day operations of the Borrower and performed or supervised the various administrative functions reasonably necessary for the management of the Borrower.

     “ DPV Group ” means the DPV and the members of his Immediate Family.

     “ Eligible Assignee ” means (i) an Affiliate of the Initial Lender that is a “United States person” under Section 7701(a) of the Internal Revenue Code or a disregarded entity owned by such a “United States person”, (ii) each Person (including each holder of a Later Note satisfying the requirements of this clause (ii) ) from time to time obligated, pursuant to a written agreement to which MGIC or any of its Affiliates is a party, to become an assignee of the Initial Lender under Section 9.07 (it being understood that each such Person shall be an Eligible Assignee under this clause (ii) solely with respect to the assignment(s) required by such written agreement) and (iii) any Person (other than a natural person) approved by (A) the Administrative Agent (and by the Initial Lender if the Administrative Agent is not an Affiliate of the Initial Lender and the Initial Lender Exposure is greater than zero), and (B) unless an Event of Default has occurred and is continuing, the Borrower (each such approval under clause (iii)(A) or (iii)(B) not to be unreasonably withheld or delayed, it being expressly agreed that it shall not be unreasonable for

the Borrower to withhold consent to any such assignment if the assignee would be entitled to receive any greater payment pursuant to Section 2.14 hereof than the Lender making such assignment would have been entitled to receive had such assignment not occurred, after giving effect to any waiver of such right); provided , however , that the Administrative Agent (and the Initial Lender if the Administrative Agent is not an Affiliate of the Initial Lender and the Initial Lender Exposure is greater than zero) may in its absolute discretion withhold its approval if the proposed Eligible Assignee is the Borrower or any Subsidiary or Affiliate of the Borrower (other than the Persons referred to in clause (ii) above).

     “ Equity Interest ” means (i) in the case of a corporation, capital stock, (ii) in the case of a limited liability company, membership interests, (iii) any other interest (including a beneficial interest) or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of the assets of, the issuing Person and (iv) any warrants, options or other rights to acquire any of the foregoing.

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

     “ ERISA Affiliate ” of a Person or entity means any trade or business (whether or not incorporated) that is a member of a group of which such Person or entity is a member and that is under common control with such Person or entity within the meaning of Section 414(b) or (c) of the Internal Revenue Code, and the regulations promulgated and rulings issued thereunder, each as amended or modified from time to time.

     “ ERISA Plan ” means an employee benefit plan (as defined in Section 3(3) of ERISA) covering employees of the Borrower or any ERISA Affiliate of the Borrower subject to Title IV of ERISA.

     “ ERISA Termination Event ” means (i) the occurrence of a Reportable Event described in Section 4043 of ERISA and the regulations issued thereunder (other than a Reportable Event not subject to the provision for 30-day notice to the PBGC), or (ii) the withdrawal of the Borrower or any of its ERISA Affiliates from an ERISA Plan during a plan year in which the Borrower or any of its ERISA Affiliates was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a notice of intent to terminate an ERISA Plan or the treatment of an ERISA Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate an ERISA Plan by the PBGC or to appoint a trustee to administer any ERISA Plan, or (v) any other event or condition that would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any ERISA Plan.

     “ Eurodollar Rate ” means, for any Interest Period, the interest rate per annum appearing on Page 3750 (or any successor page) of the Reuters Service (formerly known as the Telerate Service) at approximately 11:00 a.m. (London time), two (2) Business Days prior to the first day of the Interest Period for Eurodollar deposits with a three-month maturity. In the event that such rate is not available at such time for any reason, then the Eurodollar Rate shall be the rate per annum at which dollar deposits of $5,000,000 and for a three-month maturity are offered by the principal office of Citibank, N.A. in immediately available funds in the London interbank market

at approximately 11:00 a.m. (London time), two (2) Business Days prior to the commencement of such Interest Period.

     “ Events of Default ” has the meaning specified in Section 6.01 .

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or, at any time that such statute is no longer in effect, any similar replacement federal statute then in effect, and any reference to a particular section thereof shall include a reference to the comparable section, if any, of such similar replacement federal statute, and the rules and regulations promulgated thereunder.

     “ Excluded Debt ” means, for purposes of the “Permitted Liens” definition and Sections 5.01(l) and 5.01(m) hereof, (a) ABS Debt, (b) Debt for Borrowed Money existing on the date hereof and identified on Schedule 1 (except for any such Debt for Borrowed Money that is unsecured as of the date hereof but becomes secured after the date hereof), (c) Debt for Borrowed Money incurred or assumed after the date hereof for the purpose of financing all or any part of the cost of acquiring from a non-Affiliate of the Borrower an asset or assets of the Borrower or any Subsidiary, (d) Debt for Borrowed Money of any Person that becomes a Subsidiary after the date hereof provided that such Debt for Borrowed Money was outstanding before such Person became a Subsidiary and was not incurred in contemplation thereof, (e)(i) unsecured Debt for Borrowed Money of the Borrower owed to any Subsidiary of the Borrower, or (ii) unsecured Debt for Borrowed Money of any Covered Subsidiary owed to the Borrower or any other Subsidiary, in each case in the ordinary course of business, (f)(i) Debt for Borrowed Money incurred after the date hereof to refinance any outstanding Debt for Borrowed Money permitted under clauses (b) through (d) of this definition provided that the principal amount thereof does not exceed the principal amount so refinanced and the scope of the property subject to any Lien securing such refinanced Debt for Borrowed Money (if any) is not increased (or, if there is no Lien securing such refinanced Debt for Borrowed Money, no Lien is created to secure the Debt for Borrowed Money newly incurred) and (ii) Debt for Borrowed Money incurred after the date hereof to refinance Debt for Borrowed Money of the type referred to in subclause (e) , provided that such new Debt for Borrowed Money constitutes credit extended by the Borrower or a Subsidiary and (g) Debt for Borrowed Money of the Borrower incurred in consideration of a redemption of equity of a member of the Borrower’s management team upon such Person ceasing to be a member of the Borrower’s management team provided that such Debt for Borrowed Money is neither secured nor senior to the Initial Lender’s Note(s).

     “ Federal Funds Rate ” means, for any period, a fluctuating interest rate per annum equal (for each day during such period) to:

     (i) 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 next preceding Business Day) by the Federal Reserve Bank of New York; or

     (ii) if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the

Administrative Agent from three federal funds brokers of recognized standing selected by it.

     “ Finance Receivables ” means retail installment contracts, promissory notes, retail leases, charge accounts, credit cards or other receivables, chattel paper, mortgage loans or other financial assets of a type securitized in the asset-backed securities marketplace originated, acquired or serviced in the ordinary course of business by the Borrower or any of its Subsidiaries and shall include all related collateral, including real property in the case of mortgage loans and all proceeds, in respect of any of the foregoing.

     “ Financial Officer ” means, with respect to the Borrower, the chief financial officer, principal accounting officer, treasurer or controller of Sherman Capital Markets LLC, in its capacity as the management company of the Borrower.

     “ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by the United States accounting profession, which are in effect from time to time.

     “ Governmental Approval ” means any authorization, consent, approval, license or exemption of, registration or filing with, or report or notice to, any Governmental Entity.

     “ Governmental Entity ” means any government, any governmental or regulatory entity or body, department, commission, board, agency, instrumentality or self-regulatory organization, and any court, tribunal or judicial body, in each case whether federal, state, county, provincial or local, and whether domestic or foreign.

     “ Hedging Transaction ” means any rate swap, basis swap, forward rate transaction, repurchase transaction, reverse repurchase transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, any option or future in relating to any security or basket of securities or index, any bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, currency swap transaction, cross-currency rate swap transaction, currency option or other similar transaction or any option thereon.

     “ Immediate Family ” means (i) the spouse, lineal descendants, children by adoption of a specified individual and the spouses of such lineal descendants or children by adoption and (ii) each trust whose primary (as opposed to contingent) beneficiaries include the foregoing Persons (including, without limitation, grantor retained annuity trusts (GRATs)).

     “ Initial Lender ” has the meaning specified in the recital of parties to this Agreement and (a) upon the effectiveness of any assignment by the Initial Lender thereto in accordance with Section 9.07(a) , shall include any Affiliate of MGIC from time to time holding a Note, and (b) shall exclude any assignee of the Initial Lender that is not an Affiliate of MGIC.

     “ Initial Lender Exposure ” means, at any time of determination, the aggregate amount of principal and interest outstanding under the Loan and payable to, and all other amounts at such time due and owing hereunder to, the Initial Lender, in each case to the extent not paid in full in

cash to the Initial Lender at such time of determination, excluding all such amounts relating to portions of the Loan with respect to which the Initial Lender has entered into participations with Persons that are not Affiliates of the Initial Lender pursuant to Section 9.07(e) .

     “ Interest Payment Date ” has the meaning specified in Section 2.08 .

     “ Interest Period ” means (a) the period commencing on the Closing Date through and including the last day of the calendar month during which the Closing Date occurs and, thereafter, (b) each subsequent period commencing on the last day of the immediately preceding Interest Period and having a duration (subject to clause (i) below) of three months; provided, however , that:

     (i) any Interest Period that would otherwise end after the Termination Date shall end on the Termination Date; and

     (ii) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, however , that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day.

     “ Internal Revenue Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

     “ Key Man Event ” means the failure by the CEO or the DPV to continue to be the chief executive officer (or to perform the functions of the chief executive officer without regard to title) and director of strategic analysis and portfolio valuation (or to perform the functions of the director of strategic analysis and portfolio valuation without regard to title), respectively, of the Borrower or an entity that serves as the Borrower’s exclusive financial advisor and consultant in connection with the policy and investment decisions to be made by the Borrower and administer the day-to-day operations of the Borrower and perform or supervise the various administrative functions reasonably necessary for the management of the Borrower.

     “ Later Note ” means any Note representing a portion of the Loan assigned to any Person by the Initial Lender hereunder pursuant to Section 9.07 as to which the related Assignment and Acceptance indicates that the provisions in this Agreement regarding Redirected Payments apply, including all additional portions of the Loan assigned to the holder of such Later Note in respect of Redirected Interest Payments pursuant to Section 2.05(c) hereof.

     “ Law ” means any constitution, statute, law, ordinance, regulation, rule, code, order, rule of common law or judgment enacted, promulgated, issued, enforced or entered by any Governmental Entity.

     “ Lender Tax ” means any Tax imposed on any Lender or any Agent (i) by the jurisdiction under the laws of which such Person is organized or incorporated, or in the case of any Lender, by the jurisdiction of such Lender’s principal office (or, with respect to any Lender that is not engaged in a business or is an individual, such Lender’s domicile or jurisdiction of primary

residence, respectively), or, in either case, any political subdivision thereof or (ii) by reason of any connection between the jurisdiction imposing such Tax and such Lender, Agent or such Lender’s principal office, domicile or primary residence, as applicable, other than a connection arising solely from such Lender’s or Agent’s having executed, delivered, performed its obligations under, or received payment under or enforced, this Agreement.

     “ Lenders ” means the Initial Lender and each Person that shall become a party hereto pursuant to Section 9.07(a) .

     “ Lien ” means any lien, security interest or other charge or encumbrance of any kind, including an encumbrance on title to real property.

     “ Loan ” means the extension of credit in the principal amount of $85,000,000 to the Borrower pursuant to this Agreement.

     “ Loan Documents ” means, collectively, this Agreement, the Notes, each Assignment and Acceptance and, from and after the date any guarantee or security agreement is entered into and delivered under Section 5.01(l) hereof, each such guarantee and/or security agreement (if any).

     “ Loan Parties ” means, collectively, the Borrower and any other Person from time to time guaranteeing or securing repayment of the Loan and/or any other amounts payable under the Loan Documents.

     “ Management Affiliate ” has the meaning specified in the Securities Repurchase Agreement.

     “ Management Agreement ” means the Amended and Restated Management Services Agreement dated as of September 19, 2007 between the Borrower and Sherman Capital Markets LLC, as modified from time to time in accordance with the terms hereof and thereof.

     “ Margin Stock ” has the meaning specified in Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

     “ Material Adverse Change ” means (i) any material adverse change in the business, condition (financial or otherwise) or operations of the Borrower or (ii) any event or circumstance that is reasonably likely to affect the legality, validity or enforceability of any Loan Document to which the Borrower is a party or to materially and adversely affect the ability of the Borrower to perform its obligations under such Loan Documents or the rights and remedies of any Agent or the Lenders under such Loan Documents.

     “ Material Domestic Subsidiary ” means, at any time, any Subsidiary of the Borrower (other than any Subsidiary not organized under the laws of the United States or any state or other political subdivision thereof) with consolidated shareholders’ equity as of the then most recently ended fiscal quarter equal to or greater than 5% of the consolidated members’ equity of the Borrower as of the end of such fiscal quarter or consolidated net income (for the period of four consecutive fiscal quarters then most recently ended) equal to or greater than 5% of consolidated net income (for such period) of the Borrower (it being understood and agreed that if domestic Subsidiaries of the Borrower that are not Material Domestic Subsidiaries have in the aggregate

consolidated shareholders’ equity as of the end of any such fiscal quarter equal to or greater than 22.5% of the consolidated members’ equity of the Borrower as of the end of such fiscal quarter or consolidated net income (for such period) equal to or greater than 22.5% of the consolidated net income (for such period) of the Borrower, then the Borrower shall either (i) designate one or more domestic Subsidiaries as Material Domestic Subsidiaries such that, after giving effect to such designations, the Subsidiaries of the Borrower that are not Material Domestic Subsidiaries have in the aggregate consolidated shareholders’ equity as of the end of such fiscal quarter less than 22.5% of the consolidated members’ equity of the Borrower as of the end of such fiscal quarter and consolidated net income (for such period) less than 22.5% of the consolidated net income (for such period) of the Borrower or (ii) designate all of its domestic Subsidiaries as Material Domestic Subsidiaries).

     “ Notes ” means the promissory notes from time to time issued by the Borrower to the respective Lenders pursuant to Section 2.07 and/or Section 3.01 , in substantially the form of Exhibit B .

     “ Organizational Documents ” shall mean, as applicable to any Person, the charter, code of regulations, articles of incorporation, by-laws, certificate of formation, operating agreement, certificate of partnership, partnership agreement, certificate of limited partnership, limited partnership agreement or other constitutive documents of such Person.

     “ Other Taxes ” has the meaning specified in Section 2.14(b) .

     “ Payment Account ” means the account of the Administrative Agent from time to time designated as such in writing by the Administrative Agent to the Borrower.

     “ Payment Date ” means an Interest Payment Date or a Principal Payment Date.

     “ PBGC ” means the Pension Benefit Guaranty Corporation (or any successor).

     “ Percentage ” means, with respect to any Lender, the percentage of the aggregate outstanding principal amount of the Loan comprised by the principal amount of the Loan payable to such Lender.

     “ Permitted Finance Receivables Securitization ” means:

     (a) any securitization where (i) a Securitization Subsidiary is the obligor, (ii) Finance Receivables are sold, contributed and/or transferred to such Securitization Subsidiary in one or more related transactions and (iii) the financing that is provided is secured by the Finance Receivables so sold, contributed or transferred; provided that any recourse of the creditors and/or investors in such securitization to the assets or credit of any Affiliate of the Securitization Subsidiary with respect to (A) such Finance Receivables that are or become uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the underlying obligors thereon and/or (B) any diminution in value of such Finance Receivables is limited to 10% of the maximum principal amount of such financing available to be borrowed (it being understood that, without limitation of the types of recourse, interests and obligations that are not within the scope of the immediately preceding proviso, none of the following in and of themselves shall

constitute recourse for purposes of the immediately preceding proviso: (x) recourse for breach of representation regarding the characteristics and/or eligibility of Finance Receivables at the time of transfer thereof, nor (y) retention of any equity interest in, or subordinated interest in or subordinated obligation of such Securitization Subsidiary, nor (z) customary servicing obligations related to such Finance Receivables) or

     (b) the incurrence of any Debt for Borrowed Money where (i) the Borrower and/or any Subsidiary (other than a Securitization Subsidiary) is an obligor and (ii) the security therefor, taken as a whole, is solely (A) Finance Receivables, (B) caps, swaps or other Hedging Transactions and (C) other assets constituting no more than 10% of the maximum principal amount available to be borrowed under the applicable financing; provided that:

     (y) With respect to any such Debt for Borrowed Money incurred under a facility providing for a single advance, such Finance Receivables which secure such Debt for Borrowed Money shall have a value at the time at which such indebtedness is initially incurred equal to or greater than the principal amount of such Debt for Borrowed Money outstanding immediately after giving effect to such incurrence. Such value shall be determined by the Borrower or such Subsidiary, as applicable, consistent with the discounted cash flow valuation methodology customarily employed by the Borrower or such Subsidiary for determining the net present value of each type of Finance Receivable (such methodology, the “ DCF Methodology ”).

     (z) With respect to any such Debt for Borrowed Money incurred under a facility providing for multiple advances, such Debt for Borrowed Money is incurred in accordance with the borrowing base formula applicable to such facility at the time of the initial advance thereunder; provided , however , that if the maximum amount that could be borrowed at the time of the initial advance under such facility in compliance with the borrowing base formula thereunder is greater than the value of such Finance Receivables determined in accordance with the DCF Methodology, then the Debt for Borrowed Money incurred from time to time under such facility shall not constitute “Excluded Debt”. If any such multiple-advance facility shall be determined pursuant to the immediately preceding sentence to provide for the incurrence of Excluded Debt based on the borrowing base formula in effect at the time of the initial advance thereunder, and the borrowing base formula or the method of application thereof shall thereafter be modified, then the Debt for Borrowed Money incurred under such facility shall cease to constitute “Excluded Debt” if, at the time of the initial advance after such modification, the maximum amount that could be borrowed in compliance with the modified borrowing base formula is greater than the value of such Finance Receivables determined in accordance with the DCF Methodology.

     “ Permitted Liens ” means (i) Liens existing on the Closing Date and set forth on Schedule 2 and any modifications, replacements, renewals and extensions thereof ( provided that (A) the amount of the obligation secured by the applicable Lien shall not exceed the amount thereof existing immediately prior to such modification, replacement, renewal or extension, and (B) the

scope of the property subject to such Lien is not increased), (ii) Liens imposed by law for taxes, assessments or governmental charges or claims (A) that are not material or (B) that are not yet due or (C) that are being contested in good faith and by appropriate proceedings diligently conducted and as to which adequate reserves are being maintained in accordance with GAAP, (iii) Liens to secure statutory obligations and judgment bonds, (iv) Liens arising by reason of any judgment, decree or order of any court or other governmental authority in respect of judgments that do not constitute an Event of Default under clause (f) of Section 6.01 , (v) customary rights of setoff against, and other Liens arising by operation of law upon, deposit accounts and securities accounts in favor of banks or other depository institutions and securities intermediaries, (vi) Liens securing the claims of materialmen, mechanics, carriers, landlords, warehousemen and similar Persons, (vii) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, (viii) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not material in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person, (ix) Liens to secure surety, appeal and performance bonds and other similar obligations not incurred in connection with Debt, (x) any Lien created under any Loan Document, (xi) Liens securing Excluded Debt and (xii) with respect to Collateral, the other secured party’s or parties’ equal and ratable Lien thereon as contemplated by Section 5.01(l) and each Lien permitted to exist thereon by such other secured party or parties.

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

     “ Principal Payment Date ” means (i) the Termination Date and (ii) any date on which the Borrower elects or is required to prepay the Loan in accordance with Section 2.06 .

     “ Redirected Interest Payment ” means, so long as the Initial Lender Exposure is greater than zero, an amount equal to the Applicable Percentage of any interest payment made on a Later Note (including any such payments that result from a creditors’ rights proceeding and including payments made through realization of collateral, setoff or otherwise), other than (i) with respect to such Later Note, interest payments to the extent attributable to accrued and unpaid interest as of the Effective Date (as defined in the Assignment and Acceptance relating to such Later Note), (ii) accrued interest on any Redirected Principal Payment and (iii) for the avoidance of doubt, the portion of interest payments in excess of the Applicable Percentage of such interest payments.

     “ Redirected Payment ” means a Redirected Interest Payment or Redirected Principal Payment.

     “ Redirected Principal Payment ” means, so long as the Initial Lender Exposure is greater than zero, 100% of any principal payment made in respect of a Later Note (including any such payments that result from a creditors’ rights proceeding and including payments made through realization of collateral, setoff or otherwise).

     “ Register ” has the meaning specified in Section 9.07(d) .

     “ Related Parties ” means, with respect to any Person, such Person’s Affiliates and any respective directors, officers, controlling persons, employees, agents, advisors, attorneys, auditors and representatives of such Person and such Person’s Affiliates.

     “ Repurchase ” means the repurchase pursuant to the Securities Repurchase Agreement by the Borrower of all of the equity interests held by MGIC in the Borrower, i.e. , 2,424,665 Common Units.

     “ Required Lenders ” means, at any time, (a) so long as the Initial Lender Exposure is greater than zero, the Initial Lender, and (b) otherwise, Lenders owed at least 51% of the then aggregate unpaid principal amount of the Loan.

     “ Securities Repurchase Agreement ” means the Securities Repurchase Agreement, dated as of the date hereof, between MGIC and the Borrower.

     “ Securitization Subsidiary ” means a direct or indirect bankruptcy-remote or other Subsidiary of the Borrower that engages solely in finance and related transactions (whether or not its purposes are limited in its organizational documents to such transactions) (including, for the avoidance of doubt, Anson Street LLC).

     “ Sherman Financial LLC Agreement ” means the Sixth Amended and Restated Limited Liability Company Agreement of Sherman Financial Group LLC, to be entered into upon consummation of the Repurchase and effective as of the date hereof, as such agreement may be amended, restated, modified or supplemented from time to time in accordance with the terms hereof and thereof.

     “ Solvent ” means, with respect to any Person on any date of determination, that on such date (i) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (ii) the present fair salable value of the assets 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, (iii) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, and (iv) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

     “ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

     “ Tangible Net Worth ” means, with respect to any Person, the net worth of such Person calculated in accordance with GAAP after subtracting therefrom the aggregate amount of such Person’s intangible assets, including, without limitation, goodwill, franchises, licenses, patents, trademarks, tradenames, copyrights, service marks and brand names and capitalized software.

     “ Tax ” means any present or future levy, impost, charge, withholding, assessment or fee of any nature (including interest, penalties, and any other additions) and all liabilities with respect thereto, imposed by any governmental or other taxing authority upon a Person or upon its assets, revenues, income, capital or profits.

     “ Tax Rate ” means, with respect to any Redirected Interest Payment payable to any Lender, the combined federal, state and local tax rate applied to the type of income in question, computed for such Lender assuming such Lender is an individual resident in South Carolina who is subject to tax on such income at the highest marginal rate giving effect (i) to the deductibility of state and local income taxes in computing federal taxes, (ii) to any reductions in tax for long-term capital gains or other income subject to reduced taxes such as qualified dividend income, (iii) to any applicable hospital insurance or other employment taxes to the extent imposed with respect to the type of income without a cap and (iv) to any limitations on the use of deductions or credits in calculating the regular tax, such as sections 704(d), 163(d), 465, or 469 of the Internal Revenue Code, or in calculating the alternative minimum tax, affecting such an individual.

     “ Termination Date ” means the earlier to occur of (i) February 13, 2011 and (ii) the date of acceleration of the Loan pursuant to Section 6.01 .

     “ Transfer ” means any conveyance, transfer, lease or other disposition, however effected, including through any merger or consolidation (whether in one transaction or in a series of related transactions).

     “ Voting Stock ” means capital stock issued by a corporation, or equivalent equity interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right to vote has been suspended by the happening of such a contingency.

      SECTION 1.02. Computation of Time Periods . In this Agreement in the computation of periods 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 1.03. Accounting Terms . All accounting terms not specifically defined herein shall be construed in accordance with GAAP.

      SECTION 1.04. Other Interpretive Provisions . As used herein, except as otherwise specified herein, (i) references to any Person include its successors and permitted assigns and, in the case of any governmental authority, any Person succeeding to its functions and capacities; (ii) references to any Applicable Law include amendments, supplements and successors thereto; (iii) references to specific sections, articles, annexes, schedules and exhibits are to this Agreement; (iv) references to any agreement include amendments, restatements, modifications and supplements thereto in accordance with the terms hereof and thereof; (v) words importing any gender include the other gender; (vi) the singular includes the plural and the plural includes

the singular; (vii) the words “including”, “include” and “includes” shall be deemed to be followed by the words “without limitation”; (viii) captions and headings are for ease of reference only and shall not affect the construction hereof; (ix) references to any time of day shall be to New York City time unless otherwise specified; and (x) references to this Agreement shall include all exhibits and schedules attached hereto.

ARTICLE II
AMOUNT AND TERM OF THE LOAN

      SECTION 2.01. The Loan.

     The Initial Lender agrees, on the terms and conditions hereinafter set forth, to accept the Initial Lender’s Note on the Closing Date in partial payment for the Repurchase. Because the Loan represents deferred purchase price, in no event shall the Borrower be entitled to reborrow any amounts that are repaid or prepaid.

      SECTION 2.02. [Reserved]

      SECTION 2.03. [Reserved]

      SECTION 2.04. [Reserved]

      SECTION 2.05. Repayment of the Loan.

     (a)  Principal . The Borrower shall repay to the Administrative Agent for the ratable account of the Lenders (subject to Section 2.05(c) ) the principal amount of the Loan in full, together with all accrued and unpaid interest, on (or, in accordance with this Agreement, before) the Termination Date.

     (b)  Application of Payments . On each Payment Date, the Borrower shall pay into the Payment Account in immediately available funds an amount equal to the sum of the amounts with respect to such Payment Date set forth in clauses (i) through (iii) below, and the Administrative Agent shall apply such funds to the payment of the Loan on such Payment Date, in the following order of priority:

     (i) first , to the payment of all interest on the Loan due on such Payment Date;

     (ii) second , if such Payment Date is the Termination Date, to the repayment of all principal of the Loan; and

     (iii) third , if such Payment Date is a date on which the Loan is prepaid pursuant to Section 2.06 , to the repayment of all or part of the outstanding principal of the Loan, as applicable.

     (c)  Application of Payments among Notes . Notwithstanding the foregoing or any other provision to the contrary in any Loan Document, the Borrower and each of the Lenders agree that all Redirected Payments received by the Administrative Agent on any date shall be

applied, after giving effect to all other payments made on such date to all Lenders other than in respect of Later Notes, as follows:

     (i) The aggregate amount of all Redirected Principal Payments (if any) received on such date, together with all accrued interest paid in respect thereof, shall be applied (x) to the payment in full in cash of the Initial Lender Exposure outstanding on such date (first to principal and, with respect to accrued interest paid by the Borrower in respect of such principal amount, accrued interest thereon, second to interest and thereafter to any other outstanding amounts then due to the Initial Lender hereunder), and (y) thereafter, pro rata based on the principal amount of Later Notes held by such holders, among the holders of the Later Notes, to the payment of principal of the Later Notes; and

     (ii) The aggregate amount of all Redirected Interest Payments (if any) received on such date shall be applied (x) to the purchase by assignment under Section 9.07 , by each holder of a Later Note pro rata based on the principal amount of Later Notes held by all such holders, of a principal amount of the Loan held by the Initial Lender (with the purchase consideration allocated between principal and accrued and unpaid interest thereon as contemplated by each applicable Assignment and Acceptance), until the Initial Lender Exposure is reduced to zero, and (y) thereafter, pro rata based on the principal amount of Later Notes held by such holders, among the holders of the Later Notes, to the payment of interest on the Later Notes.

For administrative convenience, in lieu of executing and delivering under Section 9.07 an Assignment and Acceptance covering the assignment by the Initial Lender of a portion of the Loan to any holder of a Later Note in respect of each Redirected Interest Payment pursuant to clause (ii) above, (1) the principal amount of the Initial Lender’s Note(s) shall be reduced by the principal amount of the portion of the Loan so assigned, (2) the principal amount of each Later Note in respect of which such Redirected Interest Payment was so applied shall be increased by the principal amount of the portion of the Loan so assigned, (3) each such Lender shall appropriately record such increase or reduction, as the case may be, on the grid attached as an exhibit to such Lender’s Note(s) and (4) concurrently with such recordations, the parties will be deemed to have executed and delivered to each other a corresponding Assignment and Acceptance (with respect to which the provisions in this Agreement regarding Redirected Payments shall be deemed to be indicated to be applicable).

      SECTION 2.06. Prepayments of the Loan .

     (a)  Voluntary Prepayments . The Borrower may, upon at least three (3) Business Days’ notice given not later than 11:00 a.m. to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment (and, if such notice is given, the Borrower shall), prepay such aggregate principal amount of the Loan in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however , that each partial prepayment pursuant to this Section 2.06(a) shall be in an aggregate principal amount of at least $500,000 (or, if less, the then entire unpaid principal amount of the Loan). Each prepayment shall be applied (i) first to outstanding principal of the Loan, (ii) second to outstanding interest on the Loan and (iii) thereafter to any amounts other

than principal or interest then due and payable hereunder. Subject to Section 2.05(c) , the aggregate amount of any such prepayment shall be allocated ratably among all Notes at such time outstanding.

     (b)  Mandatory Prepayments . No later than simultaneously with the effectiveness of any Transfer of all or substantially all of the assets of the Borrower (excluding any Transfer through the merger of any Subsidiary with the Borrower where the Borrower is the survivor), the Borrower shall pay the outstanding principal amount of the Loan in whole, together with accrued interest thereon to the date of such prepayment.

      SECTION 2.07. Evidence of Indebtedness.

     (a) The Loan shall be evidenced by the Notes. In addition, each Lender shall maintain an account or accounts evidencing the indebtedness to such Lender resulting from the Loan, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement (including, without limitation, amounts applied to the repayment of, or the assignment and purchase of, Notes pursuant to Section 2.05(c) ). Upon the effectiveness of any assignment of all or a portion of the Loan in accordance with Section 9.07 , the Borrower shall issue new Notes to the assignor (if a partial assignment) and the assignee; provided that, with respect to assignments made pursuant to Section 2.05(c) , the Borrower shall issue new Notes only if so requested by the assignor or the assignee.

     (b) The Administrative Agent shall maintain in the Register accounts in which it will record (i) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder (including, without limitation, amounts applied to the repayment of, and the assignment and purchase of, Notes pursuant to Section 2.05(c) ) and (ii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

     (c) The entries made in the accounts maintained pursuant to subsections (a) and (b) above and the Register shall, to the extent permitted by Applicable Law, be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however , that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loan and interest thereon in accordance with the terms hereof. Upon request no more frequently than monthly, the Administrative Agent will send a copy of the Register to the Borrower for reconciliation purposes.

      SECTION 2.08. Interest on the Loan.

     (a)  Interest Rate . The Borrower shall pay interest on the unpaid principal amount of the Loan from the Closing Date until such principal amount shall be paid in full at a rate per annum equal at all times during each Interest Period to (i) while no Default or Event of Default is continuing, the sum of (y) the Eurodollar Rate for such Interest Period plus (z) the Applicable Margin, payable with respect to the immediately preceding calendar month on the fifth (5 ^th ) Business Day of each calendar month and on the date the Loan shall be paid in full (each, an “ Interest Payment Date ”), and (ii) while a Default or Event of Default is continuing, the

Alternate Reference Rate applicable to such Interest Period (but not less than the interest rate in effect for the Loan as at the date of such Default or Event of Default), plus a margin of 2%, payable on demand.

     (b)  Interest upon Repayment or Prepayment . All prepayments and repayments of the principal amount of the Loan shall be made together with accrued interest to the date of such prepayment or repayment on the principal amount prepaid or repaid.

      SECTION 2.09. Interest Rate Determination.

     The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.08(a) .

      SECTION 2.10. [Reserved]

      SECTION 2.11. [Reserved]

      SECTION 2.12. [Reserved]

      SECTION 2.13. Payments and Computations.

     (a) Subject to the last sentence of this subsection (a) , on each Payment Date, the Borrower shall deposit in same day funds in the Payment Account the amount required to make all payments due on such Payment Date no later than 1:00 p.m. on such Payment Date. The Administrative Agent in accordance with Section 2.05 (including subsection (c) thereof) shall set-off and apply any and all deposits held in the Payment Account against such amounts due and payable hereunder. Subject to Section 2.05(c) , the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably (other than amounts payable pursuant to Section 2.14 ) to the Lenders, and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(c) , subject to Section 2.05(c) , from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. Notwithstanding any provision of any Loan Document to the contrary, after the payment in full in cash of all amounts outstanding under the Initial Lender’s Note(s), any Lender (other than the Initial Lender) may, upon one Business Day prior written notice to the Borrower (with a copy thereof sent to the Administrative Agent), request that the Borrower (and, after receipt of any such notice made in accordance herewith, the Borrower shall) make one or more of the payments from time to time due to such other Lender hereunder as directed by such other Lender in lieu of making such payments to the Payment Account.

     (b) All computations of interest determined by reference to the Alternate Reference Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the

case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

     (c) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be deemed due, and shall be made, on the next succeeding Business Day; provided , however , that, if such extension would cause payment of interest on or principal of the Loan while it is bearing interest based on the Eurodollar Rate to be made in the next following calendar quarter, such payment shall be made on the next preceding Business Day. Any such extension or compression of time shall in such case be included in the computation of such payment of interest.

      SECTION 2.14. Taxes.

     (a) Any and all payments by the Borrower hereunder shall be made, in accordance with Section 2.13 , free and clear of and without deduction for any and all present or future Taxes, except as required by Applicable Law. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender or Agent, (i) except in the case of Lender Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) such Lender or Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall, to the fullest extent permitted by Applicable Law, pay the full amount deducted to the relevant taxing authority or other governmental authority and in accordance therewith.

     (b) In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, performance under, or otherwise with respect to, this Agreement and the other Loan Documents (hereinafter referred to as “ Other Taxes ”).

     (c) The Borrower agrees to indemnify each Lender and each Agent for and hold it harmless against the full amount of Taxes or Other Taxes (including, without limitation, taxes of any kind (other than Lender Taxes) imposed by any jurisdiction on amounts payable under this Section), but excluding Lender Taxes, imposed on any payments made hereunder or that arise from the execution, delivery or registration of, or performance under, this Agreement or paid by such Lender or Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Such indemnification shall be made within 30 days from the date such Lender or Agent (as the case may be) makes written demand therefor.

     (d) Within 30 days after the date of any payment of Taxes that arise from any payment made hereunder or from the execution, delivery or registration of, performance under, or otherwise with respect to, this Agreement and the other Loan Documents to a taxing authority

by the Borrower, the Borrower shall furnish to the Administrative Agent, at its address referred to in Section 9.02 , the original or a certified copy of a receipt evidencing such payment.

     (e) If any Lender is not a United States person, such Lender agrees to complete and deliver to the Borrower, prior to the date on which the first payment to such Lender is due hereunder and (so long as it remains eligible to do so) from time to time thereafter, (i) an Internal Revenue Service Form W-8BEN certifying that it is entitled to benefits under an income tax treaty to which the United States is a party that reduces the rate of withholding tax on payments of interest to zero, (ii) an Internal Revenue Service Form W-8ECI certifying that the income receivable pursuant to this