Common use of During the Revolving Period Clause in Contracts

During the Revolving Period. On each Payment Date during the Revolving 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, excluding 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; (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 Fifth 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, pro rata to each Lender, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (x) Tenth, 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;

During the Revolving Period. On each Payment Date during the Revolving 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, excluding 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; (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 Fifth shall not exceed 1.0% of the Aggregate Outstanding Loan Balance; (vi) Sixth, pro rata to each Lender Agent and the Swingline Lender, pro rata in 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, pro rata to each Lender Agent and the Swingline Lender, pro rata in 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 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, pro rata to each Lender, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (x) Tenth, 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;

During the Revolving Period. On each Payment Date during the Revolving 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, excluding 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; (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 Fifth Third shall not exceed 1.0% of the Aggregate Outstanding Loan Balance; (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 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 extent not paid by the Servicer, to the Collateral Custodian in an amount equal to any accrued and unpaid currently due Collateral Custodian Fee, for the payment thereof; (vi) Sixth, pro rata to each Lender the Agent in an amount equal to any accrued and unpaid Interest and Breakage Costs, for the payment thereof; (vii) Seventh, pro rata to each Lender the 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, pro rata to each Lenderthe Agent, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (x) Tenth, 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;

During the Revolving Period. On By the end of business, New York time, on each Business Day during the Revolving Period the Collateral Agent shall make, to the extent of available funds, the following transfers based on the Daily Report covering the Applicable Day, according to the following priorities, satisfying, to the extent required, each priority before making a transfer to any succeeding priority: (i) The Collateral Agent shall transfer to the Expenses Subaccount all amounts deposited into the Collateral Account on or prior to such Business Day (and not previously allocated pursuant to clauses (i), (ii) or (iii) of this subparagraph (a)) until such transfers, on an aggregate month-to-date basis, equal the Monthly Expense Amount for the current Settlement Period; (ii) The Collateral Agent shall transfer to the Interest Subaccount all amounts deposited into the Collateral Account on or prior to such Business Day (and not previously allocated pursuant to clauses (i), (ii) or (iii) of this subparagraph (a)) until such transfers, on an aggregate month-to-date basis, equal the Monthly Interest Amount for the current Settlement Period; (iii) Subject to satisfaction of the above transfers, the Collateral Agent shall use Available Cash on each such Payment Date during the Revolving Period; FIRST, preferred return to majority equity holder in the Servicer on behalf Issuer, SECOND, to pay the Seller in satisfaction of certain obligations 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, excluding 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; (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 Issuer an amount equal to any Unreimbursed Servicer Advances the aggregate Purchase Price for all Contract Assets sold to the Issuer by the Seller on such LoansBusiness Day pursuant to and in accordance with the terms of Sections 2.02 and 2.03 of the Purchase and Servicing Agreement; THIRD, for to pay amounts under Section 8(a)(iii), as directed by the payment thereof; Servicer in the applicable Daily Report; and FOURTH, at the discretion of the Issuer, from any remaining Available Cash after any payments pursuant to this clause (iii) ThirdFIRST, SECOND and THIRD above, to the Backup ServicerIssuer to be used (A) to pay interest on the Subordinated Note, in amount equal (B) to pay principal on the Subordinated Note, (C) to pay any accrued remaining expenses of the Issuer and unpaid currently due Backup Servicer Feeto pay any claims of any third party unaffiliated with the Issuer and (D) to pay a dividend or other distribution on its membership interests as permitted by Section 13(i), all unpaid Backup Servicer Fees due from PROVIDED THAT if a prior Payment DateCash Accumulation Event has occurred and has not been cured under Section 5(j)(vi) hereof, any unpaid Backup Servicer Expenses and amounts due remaining Available Cash after any payments pursuant 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 (iii) FIRST and SECOND above shall not exceed $100,000 in be deposited into the aggregate with respect to such Payment DateCash Accumulation Account; (iv) Fourth, The Collateral Agent shall retain in the Collateral Account the remaining amounts deposited into the Collateral Account on or prior to such Business Day. No payments may be made pursuant to Section 7(a)(iii) unless the amounts equal to the Trustee Monthly Expense Amount and the Monthly Interest Amount shall have been deposited in an amount equal their respective Subaccounts and no Early Amortization Event or Potential Early Amortization Event would be caused by such payment. In addition, no payment shall be made pursuant to any accrued Section 7(a)(iii) if a Potential Early Amortization Event has occurred and unpaid currently due Trustee Feeis continuing and the Collateral Agent, all unpaid Trustee Fees due from a prior Payment Date, all unpaid Trustee Expenses, and any other amounts due to acting at 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 direction of the preceding Collection PeriodMajority Noteholders, for has notified the payment thereof; provided Issuer and the Servicer in writing that the amount of Market Servicing Fee Differential payable in any 12-month period under this clause Fifth 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 no further payments may 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, pro rata to each Lender, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (x) Tenth, 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;made thereunder.

During the Revolving Period. On each Payment Date during the Revolving 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, excluding 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; (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 Fifth 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 Lender the Agent in an amount equal to any accrued and unpaid Interest and Breakage Costs, for the payment thereof; (vii) Seventh, pro rata to each Lender the 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, pro rata to each Lenderthe Agent, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (x) Tenth, 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;

During the Revolving Period. On each Payment Date during the Revolving 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, excluding 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; (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 Fifth shall not exceed 1.0% of the Aggregate Outstanding Loan Balance; (vi) Sixth, pro rata to each Lender Agent and the Swingline Lender, pro rata in 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, pro rata to each Lender Agent and the Swingline Lender, pro rata in 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 Agent Deal 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, pro rata to each Lender Agent and the Swingline Lender, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (x) Tenth, to pro rata in accordance with the Reserve Accountamount of Advances Outstanding hereunder, an amount, if necessary, required for the amount on deposit in the Reserve Account to equal the Reserve Account Required Amountpayment thereof;

During the Revolving Period. On each Payment Date during the Revolving 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, excluding 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; (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 Fifth 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, pro rata to each Lender, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (x) Tenth, 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;

During the Revolving Period. On each Payment Date during the Revolving 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, excluding including any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge TransactionsCosts, owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; (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 LoansAdvances, 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 Servicing 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 Fifth shall not exceed 1.0% of the Aggregate Outstanding Loan Balance; (vi) Sixth, to the Deal Agent and the Swingline Lender, pro rata to each Lender in 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, 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, pro rata to each Lender, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (x) Tenth, 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;

During the Revolving Period. On each Payment Date during the Revolving 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, excluding 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; (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 Fifth 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 Lender the Agent in an amount equal to any accrued and unpaid Interest and Breakage Costs, for the payment thereof; (vii) Seventh, pro rata to each Lender the 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, pro rata to each Lender, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (x) Tenth, 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;

During the Revolving Period. On each Payment Date during the Revolving 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, excluding 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; (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 Fifth shall not exceed 1.0% of the Aggregate Outstanding Loan Balance; (vi) Sixth, pro rata to each Lender Agent, and the Swingline Lender and the Alternative Currency Swingline Lender, pro rata in 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, pro rata to each Lender Agent, and the Swingline Lender and the Alternative Currency Swingline Lender, pro rata in 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 Deal 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, pro rata to each Lender Agent, and the Swingline Lender and the Alternative Currency Swingline Lender, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (x) Tenth, to pro rata in accordance with the Reserve Accountamount of Advances Outstanding hereunder, an amount, if necessary, required for the amount on deposit in the Reserve Account to equal the Reserve Account Required Amountpayment thereof;