FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

Schedule 8.1(w) to the Loan Agreement is replaced in its entirety by Schedule 8.1(w) to this Agreement.

Eligibility Criteria Clause (g) Schedule to the Loan Agreement is hereby replaced in its entirety by Eligibility Criteria Clause (g) Schedule to this Agreement.

Eligibility Criteria Clause (i) Schedule to the Loan Agreement is hereby replaced in its entirety by Eligibility Criteria Clause (i) Schedule to this Agreement.

Eligibility Criteria Clause (m) Schedule to the Loan Agreement is hereby replaced in its entirety by Eligibility Criteria Clause (m) Schedule to this Agreement.

The Borrower has previously requested and hereby agrees that proceeds of the Additional Policy Advance, to be made on the date hereof, shall be deposited into the Borrower Account. As provided in Section 5.1(c) of the Loan Agreement, the Borrower shall be entitled to withdraw such proceeds from the Borrower Account for any purpose permitted by the Loan Agreement.

AS A MATERIAL INDUCEMENT TO THE LENDER AND THE ADMINISTRATIVE AGENT TO ENTER INTO THIS AGREEMENT, THE BORROWER, THE GUARANTOR AND THE PORTFOLIO ADMINISTRATOR, EACH ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS, LEGAL REPRESENTATIVES AND CONSTITUENTS (WHETHER OR NOT A PARTY HERETO) (BORROWER, THE GUARANTOR, THE PORTFOLIO ADMINISTRATOR AND SUCH SUCCESSORS, ASSIGNS, LEGAL REPRESENTATIVES AND CONSTITUENTS BEING REFERRED TO HEREIN COLLECTIVELY AND INDIVIDUALLY, AS “OBLIGORS, ET AL.”), HEREBY FULLY, FINALLY AND COMPLETELY RELEASE AND FOREVER DISCHARGE THE LENDER, THE ADMINISTRATIVE AGENT AND THEIR RESPECTIVE OWNERS, SUCCESSORS, ASSIGNS, AFFILIATES, SUBSIDIARIES, PARENTS, OFFICERS, SHAREHOLDERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS, PAST, PRESENT AND FUTURE, AND THEIR RESPECTIVE HEIRS, PREDECESSORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY AND INDIVIDUALLY, “LENDER, ET AL.”) OF AND FROM ANY AND ALL CLAIMS, CONTROVERSIES, DISPUTES, LIABILITIES, OBLIGATIONS, DEMANDS, DAMAGES, EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES), DEBTS, LIENS, ACTIONS AND CAUSES OF ACTION OF ANY AND EVERY NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY THEREOF RELATING TO THE ADVANCES, AND WAIVE AND RELEASE ANY DEFENSE, RIGHT OF COUNTERCLAIM, RIGHT OF SET-OFF OR DEDUCTION TO THE PAYMENT OF THE INDEBTEDNESS EVIDENCED BY THE LENDER NOTE AND/OR ANY OTHER TRANSACTION DOCUMENT WHICH OBLIGORS, ET AL. NOW HAVE OR MAY CLAIM TO HAVE AGAINST LENDER, ET AL., OR ANY THEREOF, ARISING OUT OF, CONNECTED WITH OR RELATING TO ANY AND ALL ACTS, OMISSIONS OR EVENTS OCCURRING PRIOR TO THE EXECUTION OF THIS AGREEMENT.

As an additional material inducement to the Lender and the Administrative Agent to enter into this Agreement and to amend certain provisions of the Loan Agreement as provided herein, the Borrower, the Guarantor and the Portfolio Administrator hereby represent and warrant to, and agree with, the Lender and the Administrative Agent that, as of the date hereof:

In addition to the documents, instruments and acts described in this Agreement and which are to be executed and/or delivered and/or taken pursuant to this Agreement, the Borrower, the Guarantor and the Portfolio Administrator shall execute and deliver, and/or cause to be executed and delivered, from time to time upon request by the Administrative Agent such other documents and instruments, and take such other action, as the Administrative Agent may reasonably request or require to more fully and completely evidence and carry out the transactions contemplated by this Agreement.

The Borrower, the Guarantor and the Portfolio Administrator hereby affirm, confirm, ratify, renew and extend the debts, duties, obligations, liabilities, rights, titles, security interests, Liens, powers and privileges created or arising by virtue of the Transaction Documents, as amended hereby, until all of the Advances and all other Obligations have been paid and performed in full. The Borrower confirms that it is fully, unconditionally liable for the payment and performance of the Advances as provided in the Transaction Documents and that neither the Administrative Agent nor the Lender has released, forgiven, discharged, impaired, waived or relinquished, and the Administrative Agent and the Lender do not hereby release, forgive, discharge, impair, waive or relinquish any rights, titles, interests, Liens, security interests, Collateral, parties, remedies or any other matter with respect to the Advances or any of the Transaction Documents, but rather the Administrative Agent and the Lender are expressly retaining and reserving the same to their fullest extent.

Except as expressly amended hereby, all the terms, provisions, debts, duties, Obligations, liabilities, representations, warranties, rights, titles, security interests, Liens, powers and privileges existing by virtue of the Transaction Documents shall be and continue in full force and effect and are hereby acknowledged by the Borrower, the Guarantor and the Portfolio Administrator to be legal, valid, binding and enforceable in accordance with their terms.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York and the laws of the United States applicable to transactions within New York, exclusive of any laws relating to conflicts of law.

This Agreement shall constitute a Transaction Document and shall be binding upon the parties hereto and their respective successors and assigns. Nothing contained herein shall act to amend or modify any of the provisions of the Transaction Documents which restrict or prohibit assignment or transfer.

Neither this Agreement nor any provision of any of the other Transaction Documents may be waived, modified or amended, except by an instrument in writing signed by

The provisions of Section 11.3 (Limited Recourse and Non-Petition) of the Loan Agreement shall apply to this Agreement, mutatis mutandis, in respect of the obligations of the Portfolio Administrator in respect of this Agreement, and such provisions shall survive the termination of this Agreement.

This Agreement constitutes the entire agreement between the parties in regard to the amendment of the Loan Agreement effected hereby, and supersedes all prior agreements and understandings, if any, between the parties relating to the amendment of the Loan Agreement.

This Agreement may be signed in multiple counterparts and each shall be deemed to be an original, and the facsimile transmission or transmission by email of executed counterpart agreements shall be deemed to be an originally executed agreement; provided that executed original documents are provided to the parties promptly following such facsimile transmission or transmission by email.

The Borrower agrees to pay and/or reimburse the Administrative Agent and the Lender for all costs and expenses incurred by the Administrative Agent and/or the Lender in regard to the amendment of the Transaction Documents effected hereby.