Common use of During the Amortization Period Clause in Contracts

During the Amortization Period. On each Payment Date during the Amortization Period, the Servicer on behalf of the Borrower shall pay to the following Persons pursuant to the Monthly Report, to the extent of Available Funds, from the Collection Account and, to the extent of Available Funds, as applicable, from the Reserve Account, the following amounts in the following order of priority: (i) First, pro rata to each Hedge Counterparty, any amounts, including any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transactions owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; provided that the amount of Hedge Breakage Costs payable under this clause First shall not exceed $250,000 in the aggregate; (ii) Second, to the Servicer, to the extent of Collections received with respect to the specific Loans and Obligors for which such Servicer Advances were made, in an amount equal to any Unreimbursed Servicer Advances on such Loans, for the payment thereof; (iii) Third, to the Backup Servicer, in amount equal to any accrued and unpaid currently due Backup Servicer Fee, all unpaid Backup Servicer Fees due from a prior Payment Date, any unpaid Backup Servicer Expenses and amounts due to the Backup Servicer as an Indemnified Party, and any Transition Costs, for the payment thereof; provided that the amount of Transition Costs payable under this clause Third shall not exceed $100,000 in the aggregate with respect to such Payment Date; (iv) Fourth, to the Trustee in an amount equal to any accrued and unpaid currently due Trustee Fee, all unpaid Trustee Fees due from a prior Payment Date, all unpaid Trustee Expenses, and any other amounts due to the Trustee as an Indemnified Party, for the payment thereof; (v) Fifth, to the Servicer, in an amount equal to its accrued and unpaid Servicing Fees and, to any Successor Servicer, Market Servicing Fee Differential to the end of the preceding Collection Period, for the payment thereof; provided that the amount of Market Servicing Fee Differential payable in any 12-month period under this clause Third shall not exceed 1.0% of the Aggregate Outstanding Loan Balance; (vi) Sixth, pro rata to each Lender, in an amount equal to any accrued and unpaid Interest and Breakage Costs, for the payment thereof; (vii) Seventh, pro rata to each Lender, in an amount equal to any accrued and unpaid Program Fee and Facility Fee, for the payment thereof; (viii) Eighth, to the Agent, for the account of the applicable Affected Party, to be paid pro rata to such Affected Party in accordance with the amount owed to such Person under this clause Eighth, in an amount equal to any unpaid Increased Costs, Taxes and any Other Costs, for the payment thereof; (ix) Ninth, to the Reserve Account, an amount, if necessary, required for the amount on deposit in the Reserve Account to equal the Reserve Account Required Amount; (x) Tenth, to the extent of all remaining Available Funds and any amounts on deposit in the Reserve Account in excess of the Reserve Account Required Amount, pro rata to the Lenders, in an amount necessary to reduce the Advances Outstanding and Obligations to zero, for the payment thereof; (xi) Eleventh, to the extent not previously paid pursuant to clause First above, pro rata to each Hedge Counterparty, any Hedge Breakage Costs owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; (xii) Twelfth, to the Agent, the Lenders, the Affected Parties and the Indemnified Parties, pro rata in accordance with the amount owed to such Person under this clause Twelfth, all other amounts (other than Advances Outstanding) then due under this Agreement, for the payment thereof; (xiii) Thirteenth, to the extent not paid by the Servicer, to the Backup Servicer, to the Trustee, and to any Successor Servicer, as applicable, pro rata in accordance with the amount owed to such Person under this clause Thirteenth, in an amount equal to any accrued and unpaid Backup Servicer Expenses, Trustee Expenses and, to the extent not previously paid pursuant to (x) clause Third above, the Market Servicing Fee Differential, and (y) clause Fourth above, Transition Costs, for the payment thereof; (xiv) Fourteenth, any remaining amounts shall be distributed to the Borrower.

During the Amortization Period. On each Payment Date during the Amortization Period, the Servicer on behalf of the Borrower shall pay to the following Persons pursuant to the Monthly Report, to the extent of Available Funds, from the Collection Account and, to the extent of Available Funds, as applicable, from the Reserve Account, the following amounts in the following order of priority: (i) First, pro rata to each Hedge Counterparty, any amounts, including any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transactions owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; provided that provided, that, the amount of Hedge Breakage Costs payable under this clause First shall not exceed $250,000 250,000.00 in the aggregate; (ii) Second, to the Servicer, to the extent of Collections received with respect to the specific Loans and Obligors for which such Servicer Advances were made, in an amount equal to any Unreimbursed Servicer Advances on such Loans, for the payment thereof; (iii) Third, to the Backup Servicer, in amount equal to any accrued and unpaid currently due Backup Servicer Fee, all unpaid Backup Servicer Fees due from a prior Payment Date, any unpaid Backup Servicer Expenses and amounts due to the Backup Servicer as an Indemnified Party, and any Transition Costs, for the payment thereof; provided that the amount of Transition Costs payable under this clause Third shall not exceed $100,000 in the aggregate with respect to such Payment Date; (iv) Fourth, to the Trustee in an amount equal to any accrued and unpaid currently due Trustee Fee, all unpaid Trustee Fees due from a prior Payment Date, all unpaid Trustee Expenses, and any other amounts due to the Trustee as an Indemnified Party, for the payment thereof; (v) Fifth, to the Servicer, in an amount equal to its accrued and unpaid Servicing Fees and, to any Successor Servicer, Market Servicing Fee Differential to the end of the preceding Collection Period, for the payment thereof; provided that provided, that, the amount of Market Servicing Fee Differential payable in any 12-month period under this clause Third shall not exceed 1.0% of the Aggregate Outstanding Loan Balance; (iv) Fourth, to the Backup Servicer, in amount equal to any accrued and unpaid currently due Backup Servicer Fee and Transition Costs, for the payment thereof; provided, that, the amount of Transition Costs payable under this clause Fourth shall not exceed $100,000.00 in the aggregate with respect to such Payment Date; (v) Fifth, to the Trustee in an amount equal to any accrued and unpaid currently due Trustee Fee, for the payment thereof; (vi) Sixth, pro rata to each Lenderthe Agent, in an amount equal to any accrued and unpaid Interest and Breakage Costs, for the payment thereof; (vii) Seventh, pro rata to each Lenderthe Agent, in an amount equal to any accrued and unpaid Program Fee and Facility Fee, for the payment thereof; (viii) Eighth, to the Agent, for the account of the applicable Affected Party, to be paid pro rata to such Affected Party in accordance with the amount owed to such Person under this clause Eighth, in an amount equal to any unpaid Increased Costs, Taxes and any Other Costs, for the payment thereof; (ix) Ninth, to the Reserve Account, an amount, if necessary, required for the amount on deposit in the Reserve Account to equal the Reserve Account Required Amount; (x) Tenth, to the extent of all remaining Available Funds and any amounts on deposit in the Reserve Account in excess of the Reserve Account Required Amount, pro rata to the LendersAgent for the account of the Conduit Lender, in an amount necessary to reduce the Advances Outstanding and Obligations to zero, for the payment thereof; (xi) Eleventh, to the Agent, the Conduit Lender, the Affected Parties and the Indemnified Parties, pro rata in accordance with the amount owed to such Person under this clause Eleventh, all other amounts (other than Advances Outstanding) then due under this Agreement, for the payment thereof; (xii) Twelfth, to the extent not previously paid pursuant to clause First above, pro rata to each Hedge Counterparty, any Hedge Breakage Costs owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; (xii) Twelfth, to the Agent, the Lenders, the Affected Parties and the Indemnified Parties, pro rata in accordance with the amount owed to such Person under this clause Twelfth, all other amounts (other than Advances Outstanding) then due under this Agreement, for the payment thereof; (xiii) Thirteenth, to the extent not paid by the Servicer, to the Backup Servicer, to the Trustee, and to any Successor Servicer, as applicable, pro rata in accordance with the amount owed to such Person under this clause Thirteenth, in an amount equal to any accrued and unpaid Backup Servicer Expenses, Trustee Expenses and, to the extent not previously paid pursuant to (x) clause Third above, the Market Servicing Fee Differential, and (y) clause Fourth above, Transition Costs, for the payment thereof; (xiv) Fourteenth, any remaining amounts shall be distributed to the Borrower.

During the Amortization Period. On each Payment Date during the Amortization Period, the Servicer on behalf of the Borrower shall pay to the following Persons pursuant to the Monthly Report, to the extent of Available Funds, from the Collection Account andAccount, to the extent of Available Funds, as applicable, from the Reserve Account, the following amounts in the following order of priority: (i) First, pro rata to each Hedge Counterparty, any amounts, including any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transactions owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; provided that the amount of Hedge Breakage Costs payable under this clause First shall not exceed $250,000 in the aggregate; (ii) Second, to the Servicer, to the extent of Collections received with respect to the specific Loans and Obligors for which such Servicer Advances were made, in an amount equal to any Unreimbursed Servicer Advances on such Loans, for the payment thereof; (iii) Third, to the Servicer, in an amount equal to its accrued and unpaid Servicing Fees to the end of the preceding Collection Period, for the payment thereof; (iv) Fourth, to the extent not paid by the Servicer, to the Backup Servicer, in amount equal to any accrued and unpaid currently due Backup Servicer Fee, all unpaid Backup Servicer Fees due from a prior Payment Date, any unpaid Backup Servicer Expenses and amounts due to the Backup Servicer as an Indemnified Party, and any Transition Costs, for the payment thereof; provided that the amount of Transition Costs payable under this clause Third shall not exceed $100,000 in the aggregate with respect to such Payment Date; (iv) Fourth, to the Trustee in an amount equal to any accrued and unpaid currently due Trustee Fee, all unpaid Trustee Fees due from a prior Payment Date, all unpaid Trustee Expenses, and any other amounts due to the Trustee as an Indemnified Party, for the payment thereof; (v) Fifth, to the extent not paid by the Servicer, to the Collateral Custodian in an amount equal to its any accrued and unpaid Servicing Fees and, to any Successor Servicer, Market Servicing Fee Differential to the end of the preceding Collection Periodcurrently due Collateral Custodian Fee, for the payment thereof; provided that the amount of Market Servicing Fee Differential payable in any 12-month period under this clause Third shall not exceed 1.0% of the Aggregate Outstanding Loan Balance; (vi) Sixth, to each Lender Agent and the Swingline Lender, pro rata to each Lenderin accordance with the amount of Advances Outstanding and Swingline Advances outstanding hereunder, in an amount equal to any accrued and unpaid Interest and Breakage Costs, for the payment thereof; (vii) Seventh, to each Lender Agent and the Swingline Lender, pro rata to each Lenderin accordance with the amount of Advances Outstanding and Swingline Advances outstanding hereunder, in an amount equal to any accrued and unpaid Program Fee and Facility Fee, for the payment thereof; (viii) Eighth, to the Deal Agent and each Lender Agent, for the account of the applicable Affected Party, to be paid pro rata to such Affected Party Parties in accordance with the amount owed to such Person under this clause Eighth, in an amount equal to any unpaid Increased Costs, Taxes and any Other Costs, for the payment thereof; (ix) Ninth, to each Lender Agent and the Reserve Account, an amount, if necessary, required for the amount on deposit in the Reserve Account to equal the Reserve Account Required Amount; (x) Tenth, to the extent of all remaining Available Funds and any amounts on deposit in the Reserve Account in excess of the Reserve Account Required AmountSwingline Lender, pro rata to in accordance with the Lendersamount of Advances Outstanding and Swingline Advances outstanding hereunder, for the account of the applicable Lender, in an amount necessary to reduce the Advances Outstanding and Obligations to zero, for the payment thereof; (xi) Eleventh, to the extent not previously paid pursuant to clause First above, pro rata to each Hedge Counterparty, any Hedge Breakage Costs owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; (xii) Twelfth, to the Agent, the Lenders, the Affected Parties and the Indemnified Parties, pro rata in accordance with the amount owed to such Person under this clause Twelfth, all other amounts (other than Advances Outstanding) then due under this Agreement, for the payment thereof; (xiii) Thirteenth, to the extent not paid by the Servicer, to the Backup Servicer, to the Trustee, and to any Successor Servicer, as applicable, pro rata in accordance with the amount owed to such Person under this clause Thirteenth, in an amount equal to any accrued and unpaid Backup Servicer Expenses, Trustee Expenses and, to the extent not previously paid pursuant to (x) clause Third above, the Market Servicing Fee Differential, and (y) clause Fourth above, Transition Costs, for the payment thereof; (xiv) Fourteenth, any remaining amounts shall be distributed to the Borrower.

During the Amortization Period. On each Payment Date during the Amortization Period, the Servicer on behalf of the Borrower shall pay to the following Persons pursuant to the Monthly Report, to the extent of Available Funds, from the Collection Account andAccount, to the extent of Available Funds, as applicable, from the Reserve Account, the following amounts in the following order of priority: (i) First, pro rata to each Hedge Counterparty, any amounts, including any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transactions owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; provided that the amount of Hedge Breakage Costs payable under this clause First shall not exceed $250,000 in the aggregate; (ii) Second, to the Servicer, to the extent of Collections received with respect to the specific Loans and Obligors for which such Servicer Advances were made, in an amount equal to any Unreimbursed Servicer Advances on such Loans, for the payment thereof; (iii) Third, to the Backup Servicer, in amount equal to any accrued and unpaid currently due Backup Servicer Fee, all unpaid Backup Servicer Fees due from a prior Payment Date, any unpaid Backup Servicer Expenses and amounts due to the Backup Servicer as an Indemnified Party, and any Transition Costs, for the payment thereof; provided that the amount of Transition Costs payable under this clause Third shall not exceed $100,000 in the aggregate with respect to such Payment Date; (iv) Fourth, to the Trustee in an amount equal to any accrued and unpaid currently due Trustee Fee, all unpaid Trustee Fees due from a prior Payment Date, all unpaid Trustee Expenses, and any other amounts due to the Trustee as an Indemnified Party, for the payment thereof; (v) Fifth, to the Servicer, in an amount equal to its accrued and unpaid Servicing Fees and, to any Successor Servicer, Market Servicing Fee Differential to the end of the preceding Collection Period, for the payment thereof; provided that the amount of Market Servicing Fee Differential payable in any 12-month period under this clause Third shall not exceed 1.0% of the Aggregate Outstanding Loan Balance; (vi) Sixth, pro rata to each Lender, in an amount equal to any accrued and unpaid Interest and Breakage Costs, for the payment thereof; (vii) Seventh, pro rata to each Lender, in an amount equal to any accrued and unpaid Program Fee and Facility Fee, for the payment thereof; (viii) Eighth, to the Agent, for the account of the applicable Affected Party, to be paid pro rata to such Affected Party in accordance with the amount owed to such Person under this clause Eighth, in an amount equal to any unpaid Increased Costs, Taxes and any Other Costs, for the payment thereof; (ix) Ninth, to the Reserve Account, an amount, if necessary, required for the amount on deposit in the Reserve Account to equal the Reserve Account Required Amount; (x) Tenth, to the extent of all remaining Available Funds and any amounts on deposit in the Reserve Account in excess of the Reserve Account Required Amount, pro rata to the Lenders, in an amount necessary to reduce the Advances Outstanding and Obligations to zero, for the payment thereof; (xi) Eleventh, to the extent not previously paid pursuant to clause First above, pro rata to each Hedge Counterparty, any Hedge Breakage Costs owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; (xiiii) TwelfthSecond, to the AgentServicer, the Lenders, the Affected Parties and the Indemnified Parties, pro rata in accordance with the an amount owed equal to such Person under this clause Twelfth, all other amounts (other than Advances Outstanding) then due under this Agreementany Unreimbursed Servicer Advances, for the payment thereof; (xiiiiii) ThirteenthThird, to the Servicer, in an amount equal to its accrued and unpaid Servicing Fees to the end of the preceding Collection Period, for the payment thereof; (iv) Fourth, to the extent not paid by the Servicer, to the Backup Servicer, in amount equal to any accrued and unpaid currently due Backup Servicing Fee, for the payment thereof; (v) Fifth, to the Trusteeextent not paid by the Servicer, and to the Collateral Custodian in an amount equal to any Successor Serviceraccrued and unpaid currently due Collateral Custodian Fee, as applicablefor the payment thereof; (vi) Sixth, to the Deal Agent and the Swingline Lender, pro rata in accordance with the amount owed to such Person under this clause Thirteenthof Advances Outstanding and Swingline Advances outstanding hereunder, in an amount equal to any accrued and unpaid Backup Servicer Expenses, Trustee Expenses and, to the extent not previously paid pursuant to (x) clause Third above, the Market Servicing Fee Differential, Interest and (y) clause Fourth above, Transition Breakage Costs, for the payment thereof; (xiv) Fourteenth, any remaining amounts shall be distributed to the Borrower.

During the Amortization Period. On each Payment Date during the Amortization Period, the Servicer on behalf of the Borrower Deal Agent shall pay to the following Persons Persons, pursuant to the Monthly Report, from amounts transferred by the Collateral Custodian from each Collection Account to the extent of Available Funds, from the Collection Account andcorresponding Deal Agent’s Account, to the extent of Available Funds, as applicable, from the Reserve AccountFunds in such Collection Account and subject to Section 2.10(d), the following amounts in the following order of priority: (i) First, pro rata to each Hedge Counterparty, any amounts, including any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transactions owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; provided that the amount of Hedge Breakage Costs payable under this clause First shall not exceed $250,000 in the aggregate; (ii) Second, to the Servicer, to the extent of Collections received with respect to the specific Loans and Obligors for which such Servicer Advances were made, in an amount equal to any Unreimbursed Servicer Advances on such Loans, for the payment thereof; (iii) Third, to the Servicer, in an amount equal to its accrued and unpaid Servicing Fees to the end of the preceding Collection Period, for the payment thereof; (iv) Fourth, to the extent not paid by the Servicer, to the Backup Servicer, in an amount equal to any accrued and unpaid currently due Backup Servicer Fee, all unpaid Backup Servicer Fees due from a prior Payment Date, any unpaid Backup Servicer Expenses and amounts due to the Backup Servicer as an Indemnified Party, and any Transition Costs, for the payment thereof; provided that the amount of Transition Costs payable under this clause Third shall not exceed $100,000 in the aggregate with respect to such Payment Date; (iv) Fourth, to the Trustee in an amount equal to any accrued and unpaid currently due Trustee Fee, all unpaid Trustee Fees due from a prior Payment Date, all unpaid Trustee Expenses, and any other amounts due to the Trustee as an Indemnified Party, for the payment thereof; (v) Fifth, to the extent not paid by the Servicer, to the Collateral Custodian in an amount equal to its any accrued and unpaid Servicing Fees and, to any Successor Servicer, Market Servicing Fee Differential to the end of the preceding Collection Periodcurrently due Collateral Custodian Fee, for the payment thereof; provided that the amount of Market Servicing Fee Differential payable in any 12-month period under this clause Third shall not exceed 1.0% of the Aggregate Outstanding Loan Balance; (vi) Sixth, to each Lender Agent, the Swingline Lender and the Alternative Currency Swingline Lender, pro rata to each Lenderin accordance with the amount of Advances outstanding, Swingline Advances outstanding and Alternative Currency Swingline Advances outstanding hereunder, in an amount equal to any accrued and unpaid Interest and Breakage Costs, for the payment thereof; (vii) Seventh, to each Lender Agent, the Swingline Lender and the Alternative Currency Swingline Lender, pro rata to each Lenderin accordance with the amount of Advances outstanding, Swingline Advances outstanding and Alternative Currency Swingline Advances outstanding hereunder, in an amount equal to any accrued and unpaid Program Fee and Facility Fee, for the payment thereof; (viii) Eighth, to the Deal Agent and each Lender Agent, for the account of the applicable Affected Party, to be paid pro rata to such Affected Party Parties in accordance with the amount owed to such Person under this clause Eighth, in an amount equal to any unpaid Increased Costs, Taxes and any Other Costs, for the payment thereof; (ix) Ninth, to each Lender Agent, the Reserve Account, an amount, if necessary, required for Swingline Lender and the amount on deposit in the Reserve Account to equal the Reserve Account Required Amount; (x) Tenth, to the extent of all remaining Available Funds and any amounts on deposit in the Reserve Account in excess of the Reserve Account Required AmountAlternative Currency Swingline Lender, pro rata to in accordance with the Lendersamount of Advances outstanding, Swingline Advances outstanding and Alternative Currency Swingline Advances outstanding hereunder, for the account of the applicable Lender, in an amount necessary to reduce the Advances Outstanding and Obligations to zero, for the payment thereof; (xix) EleventhTenth, to each Lender Agent, the extent not previously paid pursuant to clause First aboveSwingline Lender, pro rata to each Hedge Counterparty, any Hedge Breakage Costs owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; (xii) Twelfth, to the AgentAlternative Currency Swingline Lender, the Lenders, the Affected Parties and the Indemnified Parties, pro rata in accordance with the amount owed to such Person under this clause TwelfthTenth, all other amounts (other than Advances Outstanding) then due under this Agreement, for the payment thereof; (xiii) Thirteenth, to the extent not paid by the Servicer, to the Backup Servicer, to the Trustee, and to any Successor Servicer, as applicable, pro rata in accordance with the amount owed to such Person under this clause Thirteenth, in an amount equal to any accrued and unpaid Backup Servicer Expenses, Trustee Expenses and, to the extent not previously paid pursuant to (x) clause Third above, the Market Servicing Fee Differential, and (y) clause Fourth above, Transition Costs, for the payment thereof; (xiv) Fourteenth, any remaining amounts shall be distributed to the Borrower.

During the Amortization Period. On each Payment Date during the Amortization Period, the Servicer on behalf of the Borrower shall pay to the following Persons pursuant to the Monthly Report, to the extent of Available Funds, from the Collection Account and, to the extent of Available Funds, as applicable, from the Reserve Account, the following amounts in the following order of priority: (i) First, pro rata to each Hedge Counterparty, any net payment or premium amounts, including any Hedge Breakage Costs and Costs, any payments due in respect of the termination of any Hedge Transactions owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; provided that provided, that, the amount of Hedge Breakage Costs payable under this clause First shall not exceed $250,000 250,000.00 in the aggregate; (ii) Second, to the Servicer, to the extent of Collections received with respect to from the specific Loans and Obligors for which such Servicer Advances were made, in an amount equal to any Unreimbursed Servicer Advances on such Loans, for the payment thereof; (iii) Third, to the Backup Servicer, in amount equal to any accrued and unpaid currently due Backup Servicer Fee, all unpaid Backup Servicer Fees due from a prior Payment Date, any unpaid Backup Servicer Expenses and amounts due to the Backup Servicer as an Indemnified Party, and any Transition Costs, for the payment thereof; provided that the amount of Transition Costs payable under this clause Third shall not exceed $100,000 in the aggregate with respect to such Payment Date; (iv) Fourth, to the Trustee in an amount equal to any accrued and unpaid currently due Trustee Fee, all unpaid Trustee Fees due from a prior Payment Date, all unpaid Trustee Expenses, and any other amounts due to the Trustee as an Indemnified Party, for the payment thereof; (v) Fifth, to the Servicer, in an amount equal to its accrued and unpaid Servicing Fees and, to any Successor Servicer, Market Servicing Fee Differential to the end of the preceding Collection Period, for the payment thereof; provided that provided, that, the amount of Market Servicing Fee Differential payable in any 12-month period under this clause Third shall not exceed 1.0% of the Aggregate Outstanding Loan Balance; (viiv) Sixth, pro rata to each Lender, in an amount equal to any accrued and unpaid Interest and Breakage Costs, for the payment thereof; (vii) Seventh, pro rata to each Lender, in an amount equal to any accrued and unpaid Program Fee and Facility Fee, for the payment thereof; (viii) Eighth, to the Agent, for the account of the applicable Affected Party, to be paid pro rata to such Affected Party in accordance with the amount owed to such Person under this clause Eighth, in an amount equal to any unpaid Increased Costs, Taxes and any Other Costs, for the payment thereof; (ix) Ninth, to the Reserve Account, an amount, if necessary, required for the amount on deposit in the Reserve Account to equal the Reserve Account Required Amount; (x) Tenth, to the extent of all remaining Available Funds and any amounts on deposit in the Reserve Account in excess of the Reserve Account Required Amount, pro rata to the Lenders, in an amount necessary to reduce the Advances Outstanding and Obligations to zero, for the payment thereof; (xi) Eleventh, to the extent not previously paid pursuant to clause First above, pro rata to each Hedge Counterparty, any Hedge Breakage Costs owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; (xii) Twelfth, to the Agent, the Lenders, the Affected Parties and the Indemnified Parties, pro rata in accordance with the amount owed to such Person under this clause Twelfth, all other amounts (other than Advances Outstanding) then due under this Agreement, for the payment thereof; (xiii) ThirteenthFourth, to the extent not paid by the Servicer, to the Backup Servicer, to the Trustee, and to any Successor Servicer, as applicable, pro rata in accordance with the amount owed to such Person under this clause Thirteenth, in an amount equal to any accrued and unpaid currently due Backup Servicer Expenses, Trustee Expenses and, to the extent not previously paid pursuant to (x) clause Third above, the Market Servicing Fee Differential, and (y) clause Fourth above, Transition Costs, for the payment thereof; provided, that, the amount of Transition Costs payable under this clause Fourth shall not exceed $100,000.00 in the aggregate with respect to such Payment Date; (xiv) Fourteenth, any remaining amounts shall be distributed to the Borrower.

During the Amortization Period. On each Payment Date during the Amortization Period, the Servicer on behalf of the Borrower shall pay to the following Persons pursuant to the Monthly Report, to the extent of Available Funds, from the Collection Account and, to the extent of Available Funds, as applicable, from the Reserve Account, the following amounts in the following order of priority: (i) First, pro rata to each Hedge Counterparty, any amounts, including any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transactions owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; provided that provided, that, the amount of Hedge Breakage Costs payable under this clause First shall not exceed $250,000 250,000.00 in the aggregate; (ii) Second, to the Servicer, to the extent of Collections received with respect to the specific Loans and Obligors for which such Servicer Advances were made, in an amount equal to any Unreimbursed Servicer Advances on such Loans, for the payment thereof; (iii) Third, to the Backup Servicer, in amount equal to any accrued and unpaid currently due Backup Servicer Fee, all unpaid Backup Servicer Fees due from a prior Payment Date, any unpaid Backup Servicer Expenses and amounts due to the Backup Servicer as an Indemnified Party, and any Transition Costs, for the payment thereof; provided that the amount of Transition Costs payable under this clause Third shall not exceed $100,000 in the aggregate with respect to such Payment Date; (iv) Fourth, to the Trustee in an amount equal to any accrued and unpaid currently due Trustee Fee, all unpaid Trustee Fees due from a prior Payment Date, all unpaid Trustee Expenses, and any other amounts due to the Trustee as an Indemnified Party, for the payment thereof; (v) Fifth, to the Servicer, in an amount equal to its accrued and unpaid Servicing Fees and, to any Successor Servicer, Market Servicing Fee Differential to the end of the preceding Collection Period, for the payment thereof; provided that provided, that, the amount of Market Servicing Fee Differential payable in any 12-month period under this clause Third shall not exceed 1.0% of the Aggregate Outstanding Loan Balance; (iv) Fourth, to the Backup Servicer, in an amount equal to any accrued and unpaid currently due Backup Servicer Fee and Transition Costs, for the payment thereof; provided, that, the amount of Transition Costs payable under this clause Fourth shall not exceed $100,000.00 in the aggregate with respect to such Payment Date; (v) Fifth, to the Trustee in an amount equal to any accrued and unpaid currently due Trustee Fee, for the payment thereof; (vi) Sixth, pro rata to each Lender, in an amount equal to any accrued and unpaid Interest and Breakage Costs, for the payment thereof; (vii) Seventh, pro rata to each Lender, in an amount equal to any accrued and unpaid Program Fee and Facility Fee, for the payment thereof; (viii) Eighth, to the Agent, for the account of the applicable Affected Party, to be paid pro rata to such each Affected Party in accordance with the amount owed to such Person under this clause Eighth, in an amount equal to any unpaid Increased Costs, Taxes and any Other Costs, for the payment thereof; (ix) Ninth, to the Reserve Account, an amount, if necessary, required for the amount on deposit in the Reserve Account to equal the Reserve Account Required Amount; (x) Tenth, to the extent of all remaining Available Funds and any amounts on deposit in the Reserve Account in excess of the Reserve Account Required Amount, pro rata to the Lenders, in an amount necessary to reduce the Advances Outstanding and Obligations to zero, for the payment thereof; (xi) Eleventh, to the Agent, the Lenders, the Affected Parties and the Indemnified Parties, pro rata in accordance with the amount owed to such Person under this clause Eleventh, all other amounts (other than Advances Outstanding) then due under this Agreement, for the payment thereof; (xii) Twelfth, to the extent not previously paid pursuant to clause First above, pro rata to each Hedge Counterparty, any Hedge Breakage Costs owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; (xii) Twelfth, to the Agent, the Lenders, the Affected Parties and the Indemnified Parties, pro rata in accordance with the amount owed to such Person under this clause Twelfth, all other amounts (other than Advances Outstanding) then due under this Agreement, for the payment thereof; (xiii) Thirteenth, to the extent not paid by the Servicer, to the Backup Servicer, to the Trustee, and to any Successor Servicer, as applicable, pro rata in accordance with the amount owed to such Person under this clause Thirteenth, in an amount equal to any accrued and unpaid Backup Servicer Expenses, Trustee Expenses and, to the extent not previously paid pursuant to (x) clause Third above, the Market Servicing Fee Differential, and (y) clause Fourth above, Transition Costs, for the payment thereof; (xiv) Fourteenth, any remaining amounts shall be distributed to the Borrower.

During the Amortization Period. On each Payment Date during the Amortization Period, the Servicer on behalf of the Borrower Deal Agent shall pay to the following Persons Persons, pursuant to the Monthly Report, from amounts transferred by the Collateral Custodian from each Collection Account to the extent of Available Funds, from the Collection Account andcorresponding Deal Agent’s Account, to the extent of Available Funds, as applicable, from the Reserve AccountFunds in such Collection Account and subject to Section 2.10(d), the following amounts in the following order of priority: (i) First, pro rata to each Hedge Counterparty, any amounts, including any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transactions owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; provided that the amount of Hedge Breakage Costs payable under this clause First shall not exceed $250,000 in the aggregate; (ii) Second, to the Servicer, to the extent of Collections received with respect to the specific Loans and Obligors for which such Servicer Advances were made, in an amount equal to any Unreimbursed Servicer Advances on such Loans, for the payment thereof; (iii) Third, to the Servicer, in an amount equal to its accrued and unpaid Senior Servicing Fees to the end of the preceding Collection Period, for the payment thereof; (iv) Fourth, to the extent not paid by the Servicer, to the Backup Servicer, in an amount equal to any accrued and unpaid currently due Backup Servicer Fee, all unpaid Backup Servicer Fees due from a prior Payment Date, any unpaid Backup Servicer Expenses and amounts due to the Backup Servicer as an Indemnified Party, and any Transition Costs, for the payment thereof; provided that the amount of Transition Costs payable under this clause Third shall not exceed $100,000 in the aggregate with respect to such Payment Date; (iv) Fourth, to the Trustee in an amount equal to any accrued and unpaid currently due Trustee Fee, all unpaid Trustee Fees due from a prior Payment Date, all unpaid Trustee Expenses, and any other amounts due to the Trustee as an Indemnified Party, for the payment thereof; (v) Fifth, to the extent not paid by the Servicer, to the Collateral Custodian in an amount equal to its any accrued and unpaid Servicing Fees and, to any Successor Servicer, Market Servicing Fee Differential to the end of the preceding Collection Periodcurrently due Collateral Custodian Fee, for the payment thereof; provided that the amount of Market Servicing Fee Differential payable in any 12-month period under this clause Third shall not exceed 1.0% of the Aggregate Outstanding Loan Balance; (vi) Sixth, to each Lender Agent, and the Swingline Lender and the Alternative Currency Swingline Lender, pro rata to each Lenderin accordance with the amount of Advances outstanding, and Swingline Advances outstanding and Alternative Currency Swingline Advances outstanding hereunder, in an amount equal to any accrued and unpaid Interest and Breakage Costs, for the payment thereof; (vii) Seventh, to each Lender Agent, and the Swingline Lender and the Alternative Currency Swingline Lender, pro rata to each Lenderin accordance with the amount of Advances outstanding, and Swingline Advances outstanding and Alternative Currency Swingline Advances outstanding hereunder, in an amount equal to any accrued and unpaid Program Fee and Facility Fee, for the payment thereof; (viii) Eighth, to the Agent, for the account of the applicable Affected Party, to be paid pro rata to such Affected Party in accordance with the amount owed to such Person under this clause Eighth, in an amount equal to any unpaid Increased Costs, Taxes and any Other Costs, for the payment thereof; (ix) Ninth, to the Reserve Account, an amount, if necessary, required for the amount on deposit in the Reserve Account to equal the Reserve Account Required Amount; (x) Tenth, to the extent of all remaining Available Funds and any amounts on deposit in the Reserve Account in excess of the Reserve Account Required Amount, pro rata to the Lenders, in an amount necessary to reduce the Advances Outstanding and Obligations to zero, for the payment thereof; (xi) Eleventh, to the extent not previously paid pursuant to clause First above, pro rata to each Hedge Counterparty, any Hedge Breakage Costs owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; (xii) Twelfth, to the Agent, the Lenders, the Affected Parties and the Indemnified Parties, pro rata in accordance with the amount owed to such Person under this clause Twelfth, all other amounts (other than Advances Outstanding) then due under this Agreement, for the payment thereof; (xiii) Thirteenth, to the extent not paid by the Servicer, to the Backup Servicer, to the Trustee, and to any Successor Servicer, as applicable, pro rata in accordance with the amount owed to such Person under this clause Thirteenth, in an amount equal to any accrued and unpaid Backup Servicer Expenses, Trustee Expenses and, to the extent not previously paid pursuant to (x) clause Third above, the Market Servicing Fee Differential, and (y) clause Fourth above, Transition Costs, for the payment thereof; (xiv) Fourteenth, any remaining amounts shall be distributed to the Borrower.

During the Amortization Period. On each Payment Date during the Amortization Period, the Servicer on behalf of the Borrower Deal Agent shall pay to the following Persons Persons, pursuant to the Monthly Report, from amounts transferred by the Collateral Custodian from each Collection Account to the extent of Available Funds, from the Collection Account andcorresponding Deal Agent’s Account, to the extent of Available Funds, as applicable, from the Reserve AccountFunds in such Collection Account and subject to Section 2.10(d), the following amounts in the following order of priority: (i) First, pro rata to each Hedge Counterparty, any amounts, including any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transactions owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; provided that the amount of Hedge Breakage Costs payable under this clause First shall not exceed $250,000 in the aggregate; (ii) Second, to the Servicer, to the extent of Collections received with respect to the specific Loans and Obligors for which such Servicer Advances were made, in an amount equal to any Unreimbursed Servicer Advances on such Loans, for the payment thereof; (iii) Third, to the Servicer, in an amount equal to its accrued and unpaid Servicing Fees to the end of the preceding Collection Period, for the payment thereof; (iv) Fourth, to the extent not paid by the Servicer, to the Backup Servicer, in an amount equal to any accrued and unpaid currently due Backup Servicer Fee, all unpaid Backup Servicer Fees due from a prior Payment Date, any unpaid Backup Servicer Expenses and amounts due to the Backup Servicer as an Indemnified Party, and any Transition Costs, for the payment thereof; provided that the amount of Transition Costs payable under this clause Third shall not exceed $100,000 in the aggregate with respect to such Payment Date; (iv) Fourth, to the Trustee in an amount equal to any accrued and unpaid currently due Trustee Fee, all unpaid Trustee Fees due from a prior Payment Date, all unpaid Trustee Expenses, and any other amounts due to the Trustee as an Indemnified Party, for the payment thereof; (v) Fifth, to the extent not paid by the Servicer, to the Collateral Custodian in an amount equal to its any accrued and unpaid Servicing Fees and, to any Successor Servicer, Market Servicing Fee Differential to the end of the preceding Collection Periodcurrently due Collateral Custodian Fee, for the payment thereof; provided that the amount of Market Servicing Fee Differential payable in any 12-month period under this clause Third shall not exceed 1.0% of the Aggregate Outstanding Loan Balance; (vi) Sixth, to each Lender Agent and the Swingline Lender, pro rata to each Lenderin accordance with the amount of Advances Outstanding and Swingline Advances outstanding hereunder, in an amount equal to any accrued and unpaid Interest and Breakage Costs, for the payment thereof; (vii) Seventh, to each Lender Agent and the Swingline Lender, pro rata to each Lenderin accordance with the amount of Advances Outstanding and Swingline Advances outstanding hereunder, in an amount equal to any accrued and unpaid Program Fee and Facility Fee, for the payment thereof; (viii) Eighth, to the Deal Agent and each Lender Agent, for the account of the applicable Affected Party, to be paid pro rata to such Affected Party Parties in accordance with the amount owed to such Person under this clause Eighth, in an amount equal to any unpaid Increased Costs, Taxes and any Other Costs, for the payment thereof; (ix) Ninth, to each Lender Agent and the Reserve Account, an amount, if necessary, required for the amount on deposit in the Reserve Account to equal the Reserve Account Required Amount; (x) Tenth, to the extent of all remaining Available Funds and any amounts on deposit in the Reserve Account in excess of the Reserve Account Required AmountSwingline Lender, pro rata to in accordance with the Lendersamount of Advances Outstanding and Swingline Advances outstanding hereunder, for the account of the applicable Lender, in an amount necessary to reduce the Advances Outstanding and Obligations to zero, for the payment thereof; (xi) Eleventh, to the extent not previously paid pursuant to clause First above, pro rata to each Hedge Counterparty, any Hedge Breakage Costs owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; (xii) Twelfth, to the Agent, the Lenders, the Affected Parties and the Indemnified Parties, pro rata in accordance with the amount owed to such Person under this clause Twelfth, all other amounts (other than Advances Outstanding) then due under this Agreement, for the payment thereof; (xiii) Thirteenth, to the extent not paid by the Servicer, to the Backup Servicer, to the Trustee, and to any Successor Servicer, as applicable, pro rata in accordance with the amount owed to such Person under this clause Thirteenth, in an amount equal to any accrued and unpaid Backup Servicer Expenses, Trustee Expenses and, to the extent not previously paid pursuant to (x) clause Third above, the Market Servicing Fee Differential, and (y) clause Fourth above, Transition Costs, for the payment thereof; (xiv) Fourteenth, any remaining amounts shall be distributed to the Borrower.