Common use of Disbursements of Monies from Payment Account Clause in Contracts

Disbursements of Monies from Payment Account. (a) Unless the Notes have been declared due and payable pursuant to Section 6.02 and monies collected by the Trustee are being applied in accordance with Section 6.08, Available Funds on deposit in the Payment Account on any Payment Date shall be withdrawn by the Trustee from the Payment Account, in the amounts required, for application as follows: FIRST, to the extent of Available Funds, in the following priority, (A) to the Indenture Trustee, the Indenture Trustee's Fee and all unpaid expenses and indemnification payments payable to the Indenture Trustee pursuant to the provisions hereunder for the current Payment Date, (B) to the Owner Trustee, the Owner Trustee's Fee for the current Payment Date and all unpaid expenses and indemnification payments payable to the Owner Trustee pursuant to Section 7.2 of the Trust Agreement with respect to the current Payment Date, (C) to the Tax Administrator, the Tax Administrator's Fee for the current Payment Date; (D) to the Indenture Trustee, any Indenture Trustee's Fee previously earned and not received on prior Payment Dates; (E) to the Owner Trustee, any Owner Trustee's Fee previously earned and not received on prior Payment Dates; and (E) to the Tax Administrator, any Tax Administrator's Fee previously earned and not received on prior Payment Dates. SECOND, to the Class A Holders, an amount equal to the lesser of (a) Available Funds after making all payments under clause FIRST of this Section 12.01(a) and (b) the Optimal Payment Amount allocable to the Class A Notes. THIRD, to the Class B Holders, an amount equal to the lesser of (a) Available Funds after making all payments under clauses FIRST and SECOND of this Section 12.01(a) and (b) the Optimal Payment Amount allocable to the Class B Notes. FOURTH, to the Class C Holders, an amount equal to the lesser of (a) Available Funds after making all payments under clauses FIRST, SECOND and THIRD of this Section 12.01(a) and (b) the Optimal Payment Amount allocable to the Class C Notes. FIFTH, to the Class D Holders, an amount equal to the lesser of (a) Available Funds after making all payments under clauses FIRST, SECOND, THIRD and FOURTH of this Section 12.01(a) and (b) the Optimal Payment Amount allocable to the Class D Notes. SIXTH, to the Owner Trustee in respect of the Equity Interest, an amount equal to the lesser of (a) Available Funds after making all payments under clauses FIRST, SECOND, THIRD, FOURTH and FIFTH of this Section 12.01(a) and (b) the Optimal Payment Amount allocable to the Equity Interest.

Disbursements of Monies from Payment Account. (a) Unless Notwithstanding any other provision in this Agreement, but subject to the Notes have been declared due and payable other subsections of this Section 9.01, on each Payment Date, the Collateral Agent shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 6.02 and monies collected by the Trustee are being applied 8.02 in accordance with Section 6.08the Payment Date Report and the following priorities (the “Priority of Payments”): (i) On each Payment Date so long as no Event of Default has occurred and is continuing or would result therefrom, Available Funds Interest Proceeds on deposit in the Interest Collection Subaccount, to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred into the Payment Account Account, to be applied in the following order of priority: (A) to pay registration, registered office and filing fees, if any, of the Borrower, subject to a cap of $15,000 per annum; (B) to pay Administrative Expenses (in the order for priority set forth in the definition thereof); provided that the amounts in this clause (B) shall not exceed the Administrative Expense Cap; (C) to make any Permitted RIC Distributions; (D) to each Lender, pro rata, based on amounts owed, to pay accrued and unpaid Interest on the Advances and Unused Fees due to each such Lender and amounts payable to each such Lender under Section 2.11; (E) to the Administrative Agent to pay all fees and expenses of the Administrative Agent under the Facility Documents; (F) (1) first, to the Servicer to pay the Servicer Fee, plus any Servicer Fee that remains due and unpaid in respect of any prior Payment Dates as a result of insufficient funds and (2) second, to pay Servicer Expenses; provided that the amounts in this clause (F)(2) shall not exceed the Servicer Expense Cap for such Payment Date; (G) (1) on the Payment Date occurring after the 12-month anniversary of the Facility Termination Date, pro rata to the Lenders to reduce the outstanding principal amount of the Advances to not more than 75% of the outstanding principal amount of the Advances as of the Facility Termination Date (calculated after giving effect to any paydown on such Payment Date pursuant to Section 9.01(a)(ii)) and (2) on the Payment Date occurring after the 18-month anniversary of the Facility Termination Date, pro rata to the Lenders to reduce the outstanding principal amount of the Advances to not more than 50% of the outstanding principal amount of the Advances as of the Facility Termination Date (calculated after giving effect to any paydown on such Payment Date pursuant to Section 9.01(a)(ii)); (H) if the Coverage Test is not satisfied as of the relevant Determination Date, to repay principal on the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Coverage Test is satisfied (on a pro forma basis as at such Determination Date); provided that the Borrower shall be permitted to allocate such principal payments among the Classes on each Payment Date so long as, after giving effect to such allocation of payments on such Payment Date, each Class Minimum OC Coverage Test is satisfied; provided, further, that, if the Borrower would be unable to cause each Class Minimum OC Coverage Test to be satisfied on any Payment Date after allocating such payments, the Administrative Agent shall be withdrawn by allocate such payments in its sole discretion; (I) (i) during the Trustee from Reinvestment Period, at the Payment Account, in discretion and direction of the amounts requiredServicer, for deposit into the Revolving Reserve Account until the amount on deposit therein equals the Unfunded Reserve Revolving Required Amount and (ii) after the Reinvestment Period, for deposit into the Revolving Reserve Account until the amount on deposit therein equals the Revolving Exposure; (J) to pay, on a pro rata basis, accrued and unpaid amounts owing to Affected Persons (if any) under Sections 2.10 and 13.04, all unpaid Facility Reduction Fees and all other fees, expenses or indemnities owed to the Secured Parties or Indemnified Parties; (K) (1) first, to the payment or application as follows: FIRSTof amounts referred to in clause (A) above, to the extent not paid in full pursuant to applications under such clause, (2) second, to the payment or application of Available Fundsamounts referred to in clause (B) above (in the order for priority set forth in the definition thereof) to the extent not paid in full pursuant to such clause, and (3) third, to the payment or application of amounts referred to in clause (F) above to the extent not paid in full pursuant to such clause; and (L) (1) if a Default has occurred and is continuing (including if the Borrower has received written notice of such Default from the Administrative Agent) (unless all Obligations owing to the Lenders have been paid in full (other than contingent indemnification and expense reimbursement obligations as to which no claim has been asserted)), to remain in the Interest Collection Subaccount (except for amounts distributed in any Permitted RIC Distribution) or (2) otherwise, any remaining amount shall be released to the Equityholder or its designee (or, at the direction of the Servicer, deposited into the Trust Account for investment in Collateral Loans), whether in the form of a distribution or otherwise. (ii) On each Payment Date so long as no Event of Default has occurred and is continuing or would result therefrom, except for any Principal Proceeds that will be used to settle binding commitments entered into prior to the related Determination Date for the purchase of Collateral Loans, Principal Proceeds on deposit in the Principal Collection -139- Subaccount to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account to be applied in the following order of priority, : (A) to the Indenture Trusteepayment of unpaid amounts under clauses (A) through (F) in clause (i) above (in the same order of priority specified therein), the Indenture Trustee's Fee and all unpaid expenses and indemnification payments payable to the Indenture Trustee pursuant extent not paid in full thereunder, but subject to any caps specified therein; (B) during the Reinvestment Period, (i) if the Coverage Test is not satisfied as of the relevant Determination Date, to repay principal on the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Coverage Test is satisfied (on a pro forma basis as at such Determination Date) and (ii) at the option of the Equityholder, to the provisions hereunder Trust Account for the current purchase of additional Collateral Loans (including funding Revolving Collateral Loans and Delayed Drawdown Collateral Loans) and/or to the Principal Collection Subaccount for the making of any Permitted Distribution or Permitted RIC Distributions; (C) after the Reinvestment Period, to repay the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Advances are paid in full; provided that the Borrower shall be permitted to allocate such principal payments among the Classes on each Payment Date so long as, after giving effect to such allocation of payments on such Payment Date, (B) each Class Minimum OC Coverage Test is satisfied; provided, further, that, if the Borrower would be unable to the Owner Trusteecause each Class Minimum OC Coverage Test to be satisfied on any Payment Date after allocating such payments, the Owner Trustee's Fee for the current Payment Date and all unpaid expenses and indemnification Administrative Agent shall allocate such payments payable to the Owner Trustee pursuant to Section 7.2 of the Trust Agreement with respect to the current Payment Date, (C) to the Tax Administrator, the Tax Administrator's Fee for the current Payment Datein its sole discretion; (D) to the Indenture Trusteepayment of amounts referred to in clauses (I), any Indenture Trustee's Fee previously earned (J) and not received on prior Payment Dates; (EK) of clause (i) above (in the same order of priority specified therein), to the Owner Trustee, any Owner Trustee's Fee previously earned and extent not received on prior Payment Datespaid in full thereunder; and (E) (1) if a Default has occurred and is continuing (including if the Borrower has received written notice of such Default from the Administrative Agent) (unless all Obligations owing to the Tax AdministratorLenders have been paid in full (other than contingent indemnification and expense reimbursement obligations as to which no claim has been asserted)), to remain in the Principal Collection Subaccount (except for amounts distributed in any Permitted RIC Distribution) or (2) otherwise, any Tax Administrator's Fee previously earned remaining amount shall be released to the Equityholder or its designee (or, at the direction of the Servicer, deposited into the Trust Account for investment in Collateral Loans), whether in the form of a distribution or otherwise. (iii) On each Payment Date following the occurrence and not received continuance of an Event of Default, all Interest Proceeds in the Interest Collection Subaccount, all Principal Proceeds in the Principal Collection Subaccount, and all amounts on deposit in the Trust Account, except for any amounts that will be used to settle binding commitments entered into prior Payment Dates. SECONDto the related Determination Date for the purchase of Collateral Loans, in each case, to the Class A Holdersextent received on or before the related Determination Date (or, an amount equal if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the lesser Payment Account to be applied in the following order of priority: (aA) Available Funds after making to pay registration, registered office and filing fees, if any, of the Borrower, subject to a cap of $15,000 per annum; (B) (1) first, to pay Administrative Expenses as provided in Section 9.01(a)(i)(B) without regard to the Administrative Expense Cap and (2) second, to the Administrative Agent to pay all fees and expenses of the Administrative Agent under the Facility Documents; (C) to make any Permitted RIC Distributions; (D) to each Lender, pro rata, based on amounts owed, to pay accrued and unpaid Interest on the Advances and Unused Fees due to each such Lender and amounts payable to each such Lender under Section 2.11; (E) (1) first, to the Servicer to pay the Servicer Fee, plus any Servicer Fee that remains due and unpaid in respect of any prior Payment Dates as a result of insufficient funds and (2) second, to pay Servicer Expenses in accordance with the priorities specified in the definition thereof; provided that the amounts in this clause (E)(2) shall not exceed the Servicer Expense Cap; (F) to repay the principal on the Advances of each Lender (pro rata, based on each Lender’s Percentage) until paid in full; provided that the Administrative Agent shall allocate such principal payments among the Classes in its sole discretion; (G) to pay, on a pro rata basis, accrued and unpaid amounts owing to Affected Persons (if any) under Sections 2.10 and 13.04, all unpaid Facility Reduction Fees and all other fees, expenses or indemnities owed to the Secured Parties or Indemnified Parties; (H) (1) first, to the payment or application of amounts referred to in clause FIRST (A) above, to the extent not paid in full pursuant to such clause, and (2) second, to the payment or application of this Section 12.01(aamounts referred to in clause (E)(2) above, to the extent not paid in full pursuant to such clause; and (I) any remaining amount shall be released to the Equityholder (or its designee), whether in the form of a distribution or otherwise. (b) If on any Payment Date the Optimal amount available in the Payment Amount allocable Account is insufficient to make the full amount of the disbursements required by the Payment Date Report, the Collateral Agent shall make the disbursements called for in the order and according to the Class A Notes. THIRD, priority set forth under Section 9.01(a) to the Class B Holders, an amount equal to the lesser of (a) Available Funds after making all payments under clauses FIRST and SECOND of this Section 12.01(a) and (b) the Optimal Payment Amount allocable to the Class B Notes. FOURTH, to the Class C Holders, an amount equal to the lesser of (a) Available Funds after making all payments under clauses FIRST, SECOND and THIRD of this Section 12.01(a) and (b) the Optimal Payment Amount allocable to the Class C Notes. FIFTH, to the Class D Holders, an amount equal to the lesser of (a) Available Funds after making all payments under clauses FIRST, SECOND, THIRD and FOURTH of this Section 12.01(a) and (b) the Optimal Payment Amount allocable to the Class D Notes. SIXTH, to the Owner Trustee in respect of the Equity Interest, an amount equal to the lesser of (a) Available Funds after making all payments under clauses FIRST, SECOND, THIRD, FOURTH and FIFTH of this Section 12.01(a) and (b) the Optimal Payment Amount allocable to the Equity Interestextent funds are available therefor.

Disbursements of Monies from Payment Account. (a) Unless Notwithstanding any other provision in this Agreement, but subject to the Notes have been declared due and payable other subsections of this Section 9.01, on each Payment Date, the Collateral Agent shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 6.02 and monies collected by the Trustee are being applied 8.02 in accordance with Section 6.08the following priorities (the “Priority of Payments”) as set forth in the related Monthly Report: (i) On each Payment Date prior to the occurrence and continuance of an Event of Default, Available Funds Interest Proceeds on deposit in the Payment Account Interest Collection Subaccount, to the extent received on any Payment or before the related Determination Date shall (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be withdrawn by the Trustee from transferred into the Payment Account, in the amounts required, for application as follows: FIRST, to the extent of Available Funds, be applied in the following order of priority, : (A) (1) first, to pay all out-of-pocket costs and expenses (including the fees and expenses of attorneys, experts and agents) of the Collateral Agent incurred in connection with any sale of Collateral or other exercises of its remedial rights pursuant to Section 7.03; and (2) second, to pay to the Indenture TrusteeCollateral Agent, the Indenture Trustee's Fee Collateral Administrator, Intermediary and all unpaid expenses and indemnification payments the Document Custodian, any amounts -128- payable to the Indenture Trustee pursuant to Collateral Agent, Document Custodian, Collateral Administrator and Intermediary Fee Letter, this Agreement and the provisions hereunder other Facility Documents, provided that the amount applied under this clause (A)(2) for such Payment Date shall not exceed the current Third Party Expense Cap for such Payment Date; provided, further that the Third Party Expense Cap shall not apply with respect to fees and expenses (including the fees and expenses of attorneys, experts and agents) incurred in connection with the transfer of servicing to Successor Collateral Manager; (B) to the Owner TrusteeCollateral Manager, to pay accrued and unpaid Collateral Management Fees and all other expenses (including indemnities) incurred by the Owner Trustee's Fee Collateral Manager in connection with the services provided under this Agreement and as further described in Sections 11.03, 11.07 and 11.09, provided that, to the extent directed by the Collateral Manager, all or any portion of such Collateral Management Fees may be waived or payable to an Affiliate of the Collateral Manager; provided, further, that the amount applied under this clause (B) for the current such Payment Date and all unpaid in respect of expenses and indemnification payments payable to indemnities shall not exceed the Owner Trustee pursuant to Section 7.2 of the Trust Agreement with respect to the current Collateral Manager Expense Cap for such Payment Date, ; (C) to the Tax Administratorpay regular scheduled payments, the Tax Administrator's Fee for the current Payment Dateany fees and expenses incurred under any hedge agreement (excluding any hedge termination payments); (D) to the Indenture Trusteeeach Lender to pay accrued and unpaid Interest, any Indenture Trustee's Fee previously earned Commitment Fees due to each such Lender and not received on prior Payment Datesamounts payable to each such Lender under Sections 2.09 and 2.10; (E) if the Maximum Advance Rate Test is not satisfied as of the related Determination Date, to pay the Owner Trusteeprincipal of the Advances of each Lender (pro rata, any Owner Trustee's Fee previously earned and based on each Lender’s Percentage) until the Maximum Advance Rate Test is satisfied (on a pro forma basis as at such Determination Date); (F) to payment of Administrative Expenses; provided that the amount applied under this clause (F) for such Payment Date shall not received on prior exceed the Administrative Expense Cap for such Payment DatesDate; and (EG) to the Tax Administratorpayment or application of amounts referred to in clauses (A), any Tax Administrator's Fee previously earned (B), (C) and not received on prior Payment Dates. SECOND(F) above (in the same order of priority specified above), to the Class A Holders, an amount equal extent not paid in full pursuant to applications under such clauses; (H) [reserved]; (I) during the lesser of (a) Available Funds after making all payments under clause FIRST of this Section 12.01(a) and (b) the Optimal Payment Amount allocable to the Class A Notes. THIRDReinvestment Period, to the Class B Holders, an amount equal to payment of any hedge breakage or termination costs owed by the lesser of Borrower; (aJ) Available Funds after making all payments under clauses FIRST and SECOND of this Section 12.01(a) and (b) the Optimal Payment Amount allocable to the Class B Notes. FOURTHReinvestment Period, to any hedge breakage or termination costs owed by the Class C Holders, an amount equal to the lesser of (a) Available Funds after making all payments under clauses FIRST, SECOND and THIRD of this Section 12.01(a) and (b) the Optimal Payment Amount allocable to the Class C Notes. FIFTH, to the Class D Holders, an amount equal to the lesser of (a) Available Funds after making all payments under clauses FIRST, SECOND, THIRD and FOURTH of this Section 12.01(a) and (b) the Optimal Payment Amount allocable to the Class D Notes. SIXTH, to the Owner Trustee in respect of the Equity Interest, an amount equal to the lesser of (a) Available Funds after making all payments under clauses FIRST, SECOND, THIRD, FOURTH and FIFTH of this Section 12.01(a) and (b) the Optimal Payment Amount allocable to the Equity Interest.Borrower; and

Disbursements of Monies from Payment Account. (a) Unless Notwithstanding any other provision herein, but subject to the Notes have been declared due other sub-sections of this Section 11.1 and payable to Section 13.1, on each Payment Date, the Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 6.02 10.2 in accordance with the following priorities (the “Priority of Payments”); provided that, unless such Payment Date is the Stated Maturity or an Enforcement Event has occurred and monies collected by is continuing and other than as provided in Section 11.1(a)(iv) on any Redemption Date (other than a Redemption Date that is also a Payment Date), (x) amounts transferred from the Trustee are being Interest Collection Subaccount shall be applied solely in accordance with Section 6.0811.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied solely in accordance with Section 11.1(a)(ii). (i) On each Payment Date, Available Funds unless an Enforcement Event has occurred and is continuing, Interest Proceeds on deposit in the Payment Account Collection Account, to the extent received on any Payment or before the related Determination Date shall be withdrawn by (or if such Determination Date is not a Business Day, the Trustee from next succeeding Business Day) and that are transferred into the Payment Account, in the amounts required, for application as follows: FIRST, to the extent of Available Funds, shall be applied in the following order of priority, : (A) to the Indenture Trusteepayment of (1) first, taxes and governmental fees owing by the Issuer, if any and (2) second, the Indenture Trustee's Fee accrued and all unpaid expenses and indemnification payments payable Administrative Expenses, in the priority stated in the definition thereof, up to the Indenture Trustee pursuant to the provisions hereunder for the current Payment DateAdministrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption, Clean-Up Call Redemption or Tax Redemption); (B) to the Owner Trustee, payment to the Owner Trustee's Collateral Manager of (i) any accrued and unpaid Collateral Management Fee for the current due on such Payment Date (including any interest accrued on any Collateral Management Fee Shortfall Amount) minus the amount of any Current Deferred Management Fee, if any, and all unpaid expenses and indemnification payments payable (ii) any Cumulative Deferred Management Fee requested to be paid at the Owner Trustee pursuant to Section 7.2 option of the Trust Agreement with respect to the current Payment Date, (C) to the Tax Administrator, the Tax Administrator's Fee for the current Payment DateCollateral Manager; (D) to the Indenture Trustee, any Indenture Trustee's Fee previously earned and not received on prior Payment Dates; (E) to the Owner Trustee, any Owner Trustee's Fee previously earned and not received on prior Payment Dates; and (E) to the Tax Administrator, any Tax Administrator's Fee previously earned and not received on prior Payment Dates. SECONDprovided that, to the Class A Holders, an amount equal extent Interest Proceeds are needed to satisfy any of the lesser of Coverage Tests (a) Available Funds calculated on a pro forma basis after making giving effect to all payments under clause FIRST of pursuant to this Section 12.01(a) and subclause (b) the Optimal Payment Amount allocable ii)), such Interest Proceeds shall not be used to the Class A Notes. THIRD, to the Class B Holders, an amount equal to the lesser of (a) Available Funds after making all payments under clauses FIRST and SECOND of this Section 12.01(a) and (b) the Optimal Payment Amount allocable to the Class B Notes. FOURTH, to the Class C Holders, an amount equal to the lesser of (a) Available Funds after making all payments under clauses FIRST, SECOND and THIRD of this Section 12.01(a) and (b) the Optimal Payment Amount allocable to the Class C Notes. FIFTH, to the Class D Holders, an amount equal to the lesser of (a) Available Funds after making all payments under clauses FIRST, SECOND, THIRD and FOURTH of this Section 12.01(a) and (b) the Optimal Payment Amount allocable to the Class D Notes. SIXTH, to the Owner Trustee in respect pay such portion of the Equity Interest, an amount equal Cumulative Deferred Management Fee requested to the lesser of be paid pursuant to this subclause (a) Available Funds after making all payments under clauses FIRST, SECOND, THIRD, FOURTH and FIFTH of this Section 12.01(a) and (b) the Optimal Payment Amount allocable to the Equity Interest.ii);