Common use of Priority of Payments Clause in Contracts

Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day designated by the Administrative Agent (with one (1) Agent Business Days’ notice to the Collateral Agent and the Collateral Administrator; provided that any such notice received after 10:00 a.m. New York City time on any Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) after the occurrence of a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable (provided, that any payments may be deferred on any such date in which the aggregate amount of proceeds available for distribution is less than $10,000) (each date set forth in clauses (y) and (z) above, an “Additional Payment Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts and the Permitted Non-USD Currency Collection Accounts as of the end of the related Calculation Period (or, in the case of an Additional Payment Date, one (1) Agent Business Day immediately preceding such Additional Payment Date) in the following order of priority (the “Priority of Payments”): (a) to pay Taxes of the Company, if any and any filing, registration and annual return fees payable by the Company up to a maximum amount under this clause (a) of U.S.$15,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter); (b) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the Loan Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this clause (i) of the sum of (x) 0.015% multiplied by the sum of the aggregate principal amount of the Collateral as of the end of the related Calculation Period (prorated for the related Interest Accrual Period on the basis of a 360 day year and the actual number of days elapsed for the related Interest Accrual Period), (y) U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter) and (z) the sum of any excess amounts described in clause (x) and (y) unused for such payments on Interest Payment Dates or Additional Distribution Dates occurring during the prior three calendar quarters (or, if a lesser amount of time, since the Closing Date) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable to the Lenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (ii) of U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter); (c) to pay interest due in respect of the Advances and any increased costs and commitment fees and unfunded fees payable to the Lenders (pro rata based on amounts due); (d) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Payment Date) or an Interest Payment Date during a Maturity Date Extension Period, principal of the Advances until the Advances are paid in full; (e) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up to the Unfunded Exposure Amounts in respect of each Currency; (f) to pay all amounts set forth in clause (b) above not paid due to the limitation set forth therein and in the same order of priority; (g) to make any Permitted Distributions or Permitted RIC Distributions (using Interest Proceeds) directed pursuant to this Agreement; and (h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account as Principal Proceeds and (ii) on the Maturity Date and any Additional Payment Date, any remaining amounts to the Company.

Priority of Payments. (a) On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day designated by the Administrative Agent (with one (1) Agent Business Days’ notice Date prior to the Collateral Agent and the Collateral Administrator; provided that any such notice received after 10:00 a.m. New York City time on any Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) after the occurrence of a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration acceleration of the Secured Obligations as due maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, Available Amounts plus any amounts withdrawn from the Reserve Account on the related Transfer Date pursuant to Section 8.4 shall be made in the following order of priority: (i) to the Indenture Trustee, amounts payable (providedto the Indenture Trustee pursuant to Section 6.7 for the related Collection Period, that any payments may be deferred on any such date in which provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees and expenses shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes; (iv) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of proceeds available for distribution is less than $10,000) the Outstanding Principal Balance of the Class A Notes as of the immediately preceding Payment Date (each date set forth in clauses (y) and (z) above, an “Additional after giving effect to any principal payments made thereon on such Payment Date”), ) over the Collateral Agent shall distribute all amounts in the Collection Accounts and the Permitted Non-USD Currency Collection Accounts as of Aggregate Receivable Value at the end of the related Calculation Collection Period; (v) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class B Notes; (vi) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount, if any, by which the Note Balance of all the Notes then Outstanding exceeds the excess of (x) the Aggregate Receivable Value at the end of the related Collection Period over (ory) the Overcollateralization Amount (after giving effect to any payments on such Payment Date under clause (iv) above); (vii) to the Note Distribution Account, fifty percent 50% of the Excess Spread Amount, if any; (viii) to the Reserve Account, the amount, if any, required to be deposited in the case Reserve Account pursuant to Section 8.4(c); (ix) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 to the extent not previously reimbursed; and (x) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Event of an Additional Payment DateDefault and acceleration of the maturity of the Notes, one (1) Agent Business Day immediately preceding such Additional Payment Date) payments on the Notes shall be paid by transferring funds on deposit in the Note Distribution Account in the following order of priority (the “Priority of Payments”):priority: (ai) to pay Taxes the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders and Class A-4 Noteholders, an amount equal to the Monthly Interest Amount Payable in respect of the CompanyClass A-1 Notes, if any Class A-2 Notes, Class A-3 Notes and any filingClass A-4 Notes, registration and annual return fees payable by for the Company up to a maximum amount under this clause (a) of U.S.$15,000 on each Interest Accrual Period immediately preceding such Payment Date, the Maturity Date and each Additional Payment Date (together with any such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if funds on deposit in the case Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be allocable to the Holders of any Additional Payment Date or the Maturity DateClass A-1 Notes, after giving effect Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata based upon the aggregate amount of interest due to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter)each class; (bii) to pay (ithe Class A Noteholders, the amounts payable under Section 8.3(a)(iv) firstabove, amounts due or payable if any, in respect of the Class A Notes will be made to the Collateral AgentClass A Noteholders, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (iii) to the Class B Noteholders, the Collateral Administrator and Monthly Interest Amount Payable in respect of the Securities Intermediary hereunder and under Class B Notes; provided, that if the Loan Documents (including fees, out-of-pocket expenses and indemnities) up funds on deposit in the Note Distribution Account remaining to a maximum amount under be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class B Notes pro rata based on their respective entitlement pursuant to this clause; (iiv) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the sum of Class A-1 Notes has been reduced to zero; (xv) 0.015% multiplied by to the sum Class A-2 Noteholders, until the Outstanding Principal Balance of the aggregate principal amount Class A-2 Notes has been reduced to zero; (vi) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Collateral as Class A-3 Notes has been reduced to zero; (vii) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the end Class A-4 Notes has been reduced to zero; and (viii) to the Class B Noteholders until the Outstanding Principal Balance of the related Calculation Period (prorated for the related Interest Accrual Period on the basis of a 360 day year and the actual number of days elapsed for the related Interest Accrual Period), (y) U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect Class B Notes has been reduced to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter) and (z) the sum of any excess amounts described in clause (x) and (y) unused for such payments on Interest Payment Dates or Additional Distribution Dates occurring during the prior three calendar quarters (or, if a lesser amount of time, since the Closing Date) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable to the Lenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (ii) of U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter);zero. (c) Following an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts shall be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay interest the Indenture Trustee, for all amounts due under Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to the Class A-1 Noteholders, pro rata, to pay the Monthly Interest Amount Payable on each Class of A-1 Notes; (iv) to the Class A-1 Noteholders, pro rata, in respect of the Advances and any increased costs and commitment fees and unfunded fees payable to the Lenders (pro rata based on amounts due); (d) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Payment Date) or an Interest Payment Date during a Maturity Date Extension Period, principal of the Advances until the Advances Class A-1 Noteholders are paid in full; (ev) prior to the end of Class A-2 Noteholders, the Reinvestment PeriodClass A-3 Noteholders and the Class A-4 Noteholders, at the direction of the Portfolio Managerpro rata, to fund pay the Unfunded Exposure Account Monthly Interest Amount Payable on the Class A-2 Notes, Class A-3 Notes and each applicable Permitted Non-USD Currency Unfunded Exposure Account up Class A-4 Notes, respectively, (vi) to the Unfunded Exposure Amounts Class A-2 Noteholders, Class A-3 Noteholders and the Class A-4 Noteholders, pro rata, in respect of principal until the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, are paid in full; (vii) to the Class B Noteholders, pro rata, to pay the Monthly Interest Amount Payable on the Class B Notes; (viii) to the Class B Noteholders, pro rata, in respect of principal until the Class B Noteholders are paid in full; and (ix) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such special record date, the Issuer shall mail to each Currency;Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (f) to pay All Class B Notes issued under this Indenture shall be in all amounts set forth in clause (b) above not paid due respects equally and ratably entitled to the limitation set forth therein benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the same order terms and provisions of priority; (g) to make any Permitted Distributions or Permitted RIC Distributions (using Interest Proceeds) directed pursuant to this Agreement; and (h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account as Principal Proceeds Indenture. Payments of principal and (ii) interest on the Maturity Date and Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any Additional Payment Date, any remaining amounts to the Companykind.

Priority of Payments. (a) On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day designated by the Administrative Agent (with one (1) Agent Business Days’ notice Date prior to the Collateral Agent and the Collateral Administrator; provided that any such notice received after 10:00 a.m. New York City time on any Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) after the occurrence of a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration acceleration of the Secured Obligations as due maturity of the Notes, after the payment to the Servicer of any accrued and payable unpaid Servicing Fee and reimbursement of any Servicing Advance, Available Amounts plus any amounts withdrawn from the Reserve Account on the related Transfer Date pursuant to Section 8.4, payments shall be paid by the Indenture Trustee (provided, that any payments may be deferred based solely on any such date in which the aggregate amount of proceeds available for distribution is less than $10,000) (each date information set forth in clauses (y) and (z) above, an “Additional Payment Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts related Servicer’s Certificate and the Permitted Non-USD Currency Collection Accounts as of report provided to the end of the related Calculation Period (or, in the case of an Additional Payment Date, one (1) Agent Business Day immediately preceding such Additional Payment DateIndenture Trustee pursuant to Section 8.5) in the following order of priority (the “Priority of Payments”):priority: (ai) to pay Taxes the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees and expenses shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes; (iv) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Company, if any and any filing, registration and annual return fees payable by Outstanding Principal Balance of the Company up to a maximum amount under this clause (a) Class A Notes as of U.S.$15,000 on each Interest Payment Date, the Maturity Date and each Additional immediately preceding Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all any principal payments of made thereon on such amounts on any other Additional Payment Date or Interest Payment Date occurring in Date) over the same calendar quarter); (b) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the Loan Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this clause (i) of the sum of (x) 0.015% multiplied by the sum of the aggregate principal amount of the Collateral as of Pool Balance at the end of the related Calculation Period Collection Period; (prorated for v) to the related Note Distribution Account, the Monthly Interest Accrual Period Amount Payable on the basis Class B Notes; (vi) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of a 360 day year the Outstanding Principal Balance of the Class A Notes and the actual number Class B Notes as of days elapsed for the related Interest Accrual Period), (y) U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional immediately preceding Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to any principal payments made thereon on such Payment Date) over the Pool Balance at the end of the related Collection Period; (vii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class C Notes; (viii) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount, if any, by which the Note Balance of all payments the Notes then Outstanding exceeds the excess of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter) and (z) the sum of any excess amounts described in clause (x) and the Pool Balance at the end of the related Collection Period over (y) unused for such payments on Interest Payment Dates or Additional Distribution Dates occurring during the prior three calendar quarters Overcollateralization Amount (or, if a lesser amount of time, since the Closing Date) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable to the Lenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (ii) of U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all any payments of on such amounts on any other Additional Payment Date or Interest Payment Date occurring under clauses (iv) and (vi) above; (ix) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; (x) to the Reserve Account, the amount, if any, required to be deposited in the same calendar quarterReserve Account pursuant to Section 8.4(c); (cxi) to pay interest due the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 to the extent not previously reimbursed; and (xii) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, payments on the Notes shall be paid by the transferring funds on deposit in the Note Distribution Account shall be paid in the following order of priority: (i) to the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders and Class A-4 Noteholders, an amount equal to the Monthly Interest Amount Payable in respect of the Advances Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, for the Interest Accrual Period immediately preceding such Payment Date, together with any increased costs and commitment fees and unfunded fees payable such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be allocable to the Lenders Holders of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata based upon the aggregate amount of interest due to each class; (ii) to the Class A Noteholders, the amounts payable under Section 8.3(a)(iv) above, if any, in respect of the Class A Notes will be made to the Class A Noteholders, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (iii) to the Class B Noteholders, the Monthly Interest Amount Payable in respect of the Class B Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class B Notes pro rata based on amounts due)their respective entitlement pursuant to this clause; (div) to the Class A Noteholders and the Class B Noteholders, the amounts payable under Section 8.3(a)(vi) above, if any, in respect of the Class A Notes and the Class B Notes will be made to the Class A Noteholders and the Class B Noteholders, as applicable, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (D) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (E) to the Class B Noteholders, until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; (v) to the Class C Noteholders, the Monthly Interest Amount Payable in respect of the Class C Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause; (vi) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (vii) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (viii) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (ix) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (x) to the Class B Noteholders until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; and (xi) to the Class C Noteholders until the Outstanding Principal Balance of the Class C Notes has been reduced to zero. (c) Following an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts shall be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay (i) on each Interest Payment Datethe Indenture Trustee, for all prepayments of the Advances permitted or required amounts due under this Agreement (including any applicable premium) and Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to the Class A Noteholders, pro rata, to pay the Monthly Interest Amount Payable on each Class of A Notes; (iv) to the Maturity Date (andClass A-1 Noteholders, if applicable, any Additional Payment Date) or an Interest Payment Date during a Maturity Date Extension Period, in respect of principal of the Advances until the Advances Class A-1 Noteholders are paid in full; (ev) prior to the end of Class A-2 Noteholders, the Reinvestment PeriodClass A-3 Noteholders and the Class A-4 Noteholders, at the direction of the Portfolio Managerpro rata, to fund the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up to the Unfunded Exposure Amounts in respect of principal until the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders, are paid in full; (vi) to the Class B Noteholders, to pay the Monthly Interest Amount Payable on the Class B Notes; (vii) to the Class B Noteholders, pro rata, in respect of principal until the Class B Noteholders are paid in full; (viii) to the Class C Noteholders to pay the Monthly Interest Amount Payable on the Class C Notes; (ix) to the Class C Noteholders, pro rata, in respect of principal until the Class C Noteholders are paid in full; and (x) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such special record date, the Issuer shall mail to each Currency;Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (f) to pay All Class B Notes issued under this Indenture shall be in all amounts set forth in clause (b) above not paid due respects equally and ratably entitled to the limitation set forth therein benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the same order terms and provisions of priority;this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kind. (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to make any Permitted Distributions the benefits hereof without preference, priority or Permitted RIC Distributions (using Interest Proceeds) directed pursuant to distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement; and (h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account as Principal Proceeds Indenture. Payments of principal and (ii) interest on the Maturity Date and Class C Notes shall be made pro rata among all Outstanding Class C Notes, without preference or priority of any Additional Payment Date, any remaining amounts to the Companykind.

Priority of Payments. On (w) each Interest Payment DateBusiness Day, (x) the Maturity Date, (y) each Agent Business Day designated by the Administrative Agent (with one (1) Agent Business Days’ notice subject to the Collateral Agent terms and conditions of the Collateral Administrator; provided that any such notice received after 10:00 a.m. New York City time on any Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) Custodial Account Control Agreement, Seller or or, after the occurrence of a Market Value Event and (z) each Agent Business Day after the occurrence deliver of an Event of Default and Access Termination Notice pursuant to the declaration of Custodial Account Control Agreement, Purchaser) will direct the Secured Obligations as due and payable (provided, that any payments may be deferred on any such date in which Bank to apply the aggregate amount of proceeds available for distribution is less than $10,000) (each date set forth in clauses (y) and (z) above, an “Additional Payment Date”), the Collateral Agent shall distribute all amounts monies in the Collection Accounts and the Permitted Non-USD Currency Collection Accounts as of the end of the related Calculation Period (or, in the case of an Additional Payment Date, one (1) Agent Business Day immediately preceding such Additional Payment Date) Third Party Controlled Custodial Account in the following order of priority (the “Priority of Payments”): (a) to pay Taxes of the Company), if any and any filing, registration and annual return fees payable by the Company up to a maximum amount under this clause (a) of U.S.$15,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Dateevery case, after giving effect to all each prior item in the Priority of Payments on such Distribution: (a) first, from amounts in the Third Party Controlled Custodial Account attributable to Servicing Agreement termination payments paid by an Agency with respect to any Mortgage Loans, pro rata, (A) 65% of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter)termination payments to Purchaser, and (B) 35% of such termination payments to Seller; (b) second, on any Business Day from and including the first Business Day of a calendar month to pay (i) firstbut excluding the Distribution Date in such calendar month, amounts due or at the option of Seller, Base Servicing Fee payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the Loan Documents (including fees, out-of-pocket expenses and indemnities) up with respect to a maximum amount under this clause (i) of the sum of (x) 0.015% multiplied by the sum of the aggregate principal amount of the Collateral as of the end of the related Calculation prior Collection Period (prorated for the related Interest Accrual Period on the basis of a 360 day year and the actual number of days elapsed for the related Interest Accrual Period), (y) U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect Nationstar-Serviced Mortgage Loans to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter) and (z) the sum of any excess amounts described in clause (x) and (y) unused for such payments on Interest Payment Dates or Additional Distribution Dates occurring during the prior three calendar quarters (or, if a lesser amount of time, since the Closing Date) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable to the Lenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (ii) of U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter)Seller; (c) to pay interest due in respect of the Advances and any increased costs and commitment fees and unfunded fees payable third, on each Distribution Date, to the Lenders (pro rata based on amounts due)extent not previously paid to Seller in accordance with paragraph second above, any accrued and unpaid Base Servicing Fee for the Nationstar-Serviced Mortgage Loans to Seller; (d) to pay (i) fourth, on each Interest Payment Distribution Date, all prepayments pro rata, (A) any Excess Servicing Spread for the prior Collection Period (other than the portion thereof consisting of the Advances permitted or required under this Agreement (including any applicable premiumtermination payments paid pursuant to paragraph first above) to Purchaser and (iiB) on any Retained Excess Servicing Spread for the Maturity Date prior Collection Period (andother than the portion thereof consisting of termination payments paid pursuant to paragraph first above) to Seller; provided, that if any indemnity payments are then due and payable to a Purchaser Indemnitee pursuant to Section 10.01, such indemnity payments shall be paid to Purchaser or its designee, as applicable, from any Additional Payment Dateamounts otherwise distributable pursuant to this clause (B); and provided, further, that if a Reserve Account Deposit Event has occurred and is continuing, any amounts distributable pursuant to this clause (B) or an Interest Payment Date during a Maturity Date Extension Period, principal after giving effect to the preceding proviso shall be transferred to the Reserve Account to the extent necessary to cause the amount of funds on deposit in the Advances until Reserve Account to equal the Advances are paid in full;Reserve Account Required Amount; and (e) prior to the end of the Reinvestment Periodfifth, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account and on each applicable Permitted Non-USD Currency Unfunded Exposure Account up to the Unfunded Exposure Amounts in respect of each Currency; (f) to pay all amounts set forth in clause (b) above not paid due to the limitation set forth therein and in the same order of priority; (g) to make any Permitted Distributions or Permitted RIC Distributions (using Interest Proceeds) directed pursuant to this Agreement; and (h) (i) on any Interest Payment Distribution Date, to Seller, any other amounts remaining on deposit any remaining amounts in the Principal Collection Account Third Party Controlled Custodial Account. All payments to Purchaser or Seller shall be made by wire transfer of immediately available federal funds to an account designated by Purchaser or Seller, as Principal Proceeds and (ii) on the Maturity Date and any Additional Payment Dateapplicable, any remaining amounts to the CompanyBank.

Priority of Payments. (a) On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day designated by the Administrative Agent (with one (1) Agent Business Days’ notice Date prior to the Collateral Agent and the Collateral Administrator; provided that any such notice received after 10:00 a.m. New York City time on any Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) after the occurrence of a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration acceleration of the Secured Obligations as due maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, Available Amounts, plus any amounts withdrawn from the Reserve Account on the related Transfer Date pursuant to Section 8.4 shall be made in the following order of priority: (i) to the Indenture Trustee, amounts payable (providedto the Indenture Trustee pursuant to Section 6.7 for the related Collection Period, that any payments may be deferred on any such date in which provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees and expenses shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes; (iv) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of proceeds available for distribution is less than $10,000) the Outstanding Principal Balance of the Class A Notes as of the immediately preceding Payment Date (each date set forth in clauses (y) and (z) above, an “Additional after giving effect to any principal payments made thereon on such Payment Date”), ) over the Collateral Agent shall distribute all amounts in the Collection Accounts and the Permitted Non-USD Currency Collection Accounts as of Aggregate Receivable Value at the end of the related Calculation Collection Period; (v) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class B Notes; (vi) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount, if any, by which the Note Balance of all the Notes then Outstanding exceeds the excess of (x) the Aggregate Receivable Value at the end of the related Collection Period over (ory) the Overcollateralization Amount (after giving effect to any payments on such Payment Date under clause (iv) above); (vii) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; (viii) to the Reserve Account, the amount, if any, required to be deposited in the case Reserve Account pursuant to Section 8.4(c); (ix) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 to the extent not previously reimbursed; and (x) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Event of an Additional Payment DateDefault and acceleration of the maturity of the Notes, one (1) Agent Business Day immediately preceding such Additional Payment Date) payments on the Notes shall be paid by transferring funds on deposit in the Note Distribution Account in the following order of priority (the “Priority of Payments”):priority: (ai) to pay Taxes the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders and Class A-4 Noteholders an amount equal to the Monthly Interest Amount Payable in respect of the CompanyClass A-1 Notes, if any Class A-2 Notes, Class A-3 Notes and any filingClass A-4 Notes, registration and annual return fees payable by for the Company up to a maximum amount under this clause (a) of U.S.$15,000 on each Interest Accrual Period immediately preceding such Payment Date, together with any such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if the Maturity Date and each Additional Payment Date (funds on deposit in the case Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be allocable to the Holders of any Additional Payment Date or the Maturity DateClass A-1 Notes, after giving effect Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata based upon the aggregate amount of interest due to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter)each class; (bii) to pay (ithe Class A Noteholders, the amounts payable under Section 8.3(a)(iv) firstabove, amounts due or payable if any, in respect of the Class A Notes will be made to the Collateral AgentClass A Noteholders, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (iii) to the Class B Noteholders, the Collateral Administrator and Monthly Interest Amount Payable in respect of the Securities Intermediary hereunder and under Class B Notes; provided, that if the Loan Documents (including fees, out-of-pocket expenses and indemnities) up funds on deposit in the Note Distribution Account remaining to a maximum amount under be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class B Notes pro rata based on their respective entitlement pursuant to this clause; (iiv) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the sum of Class A-1 Notes has been reduced to zero; (xv) 0.015% multiplied by to the sum Class A-2 Noteholders, until the Outstanding Principal Balance of the aggregate principal amount Class A-2 Notes has been reduced to zero; (vi) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Collateral as Class A-3 Notes has been reduced to zero; (vii) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the end Class A-4 Notes has been reduced to zero; and (viii) to the Class B Noteholders until the Outstanding Principal Balance of the related Calculation Period (prorated for the related Interest Accrual Period on the basis of a 360 day year and the actual number of days elapsed for the related Interest Accrual Period), (y) U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect Class B Notes has been reduced to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter) and (z) the sum of any excess amounts described in clause (x) and (y) unused for such payments on Interest Payment Dates or Additional Distribution Dates occurring during the prior three calendar quarters (or, if a lesser amount of time, since the Closing Date) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable to the Lenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (ii) of U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter);zero. (c) Following an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts shall be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay interest the Indenture Trustee, for all amounts due under Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to the Class A-1 Noteholders, pro rata, to pay the Monthly Interest Amount Payable on the Class A-1 Notes; (iv) to the Class A-1 Noteholders, pro rata, in respect of the Advances and any increased costs and commitment fees and unfunded fees payable to the Lenders (pro rata based on amounts due); (d) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Payment Date) or an Interest Payment Date during a Maturity Date Extension Period, principal of the Advances until the Advances Class A-1 Noteholders are paid in full; (ev) prior to the end of the Reinvestment PeriodClass A-2 Noteholders, at the direction of the Portfolio ManagerClass A-3 Noteholders and Class A-4 Noteholders, pro rata, to fund pay the Unfunded Exposure Account Monthly Interest Amount Payable on the Class A-2 Notes, Class A-3 Notes and each applicable Permitted Non-USD Currency Unfunded Exposure Account up Class A-4 Notes, respectively; (vi) to the Unfunded Exposure Amounts Class A-2 Noteholders, Class A-3 Noteholders and Class A-4 Noteholders, pro rata, in respect of principal until the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes are paid in full; (vii) to the Class B Noteholders, pro rata, to pay the Monthly Interest Amount Payable on the Class B Notes; (viii) to the Class B Noteholders, pro rata, in respect of principal until the Class B Noteholders are paid in full; and (ix) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such special record date, the Issuer shall mail to each Currency;Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (f) to pay All Class B Notes issued under this Indenture shall be in all amounts set forth in clause (b) above not paid due respects equally and ratably entitled to the limitation set forth therein benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the same order terms and provisions of priority; (g) to make any Permitted Distributions or Permitted RIC Distributions (using Interest Proceeds) directed pursuant to this Agreement; and (h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account as Principal Proceeds Indenture. Payments of principal and (ii) interest on the Maturity Date and Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any Additional Payment Date, any remaining amounts to the Companykind.

Priority of Payments. (a) On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day designated by the Administrative Agent (with one (1) Agent Business Days’ notice Date prior to the Collateral Agent and the Collateral Administrator; provided that any such notice received after 10:00 a.m. New York City time on any Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) after the occurrence of a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration acceleration of the Secured Obligations as due maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, Available Amounts, plus any amounts withdrawn from the Reserve Account on the related Transfer Date pursuant to Section 8.4 shall be made in the following order of priority: (i) to the Indenture Trustee, amounts payable (providedto the Indenture Trustee pursuant to Section 6.7 for the related Collection Period, that any payments may be deferred on any such date in which provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees and expenses shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes; (iv) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of proceeds available for distribution is less than $10,000) the Outstanding Principal Balance of the Class A Notes as of the immediately preceding Payment Date (each date set forth in clauses (y) and (z) above, an “Additional after giving effect to any principal payments made thereon on such Payment Date”), ) over the Collateral Agent shall distribute all amounts in the Collection Accounts and the Permitted Non-USD Currency Collection Accounts as of Aggregate Receivable Value at the end of the related Calculation Collection Period; (v) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class B Notes; (vi) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount, if any, by which the Note Balance of all the Notes then Outstanding exceeds the excess of (x) the Aggregate Receivable Value at the end of the related Collection Period over (ory) the Overcollateralization Amount (after giving effect to any payments on such Payment Date under clause (iv) above); (vii) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; (viii) to the Reserve Account, the amount, if any, required to be deposited in the case Reserve Account pursuant to Section 8.4(c); (ix) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 to the extent not previously reimbursed; and (x) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Event of an Additional Payment DateDefault and acceleration of the maturity of the Notes, one (1) Agent Business Day immediately preceding such Additional Payment Date) payments on the Notes shall be paid by transferring funds on deposit in the Note Distribution Account in the following order of priority (the “Priority of Payments”):priority: (ai) to pay Taxes the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders and Class A-4 Noteholders an amount equal to the Monthly Interest Amount Payable in respect of the CompanyClass A-1 Notes, if any Class A-2 Notes, Class A-3 Notes and any filingClass A-4 Notes, registration and annual return fees payable by for the Company up to a maximum amount under this clause (a) of U.S.$15,000 on each Interest Accrual Period immediately preceding such Payment Date, together with any such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if the Maturity Date and each Additional Payment Date (funds on deposit in the case Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be allocable to the Holders of any Additional Payment Date or the Maturity DateClass A-1 Notes, after giving effect Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata based upon the aggregate amount of interest due to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter)each class; (bii) to pay (ithe Class A Noteholders, the amounts payable under Section 8.3(a)(iv) firstabove, amounts due or payable if any, in respect of the Class A Notes will be made to the Collateral AgentClass A Noteholders, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (iii) to the Class B Noteholders, the Collateral Administrator and Monthly Interest Amount Payable in respect of the Securities Intermediary hereunder and under Class B Notes; provided, that if the Loan Documents (including fees, out-of-pocket expenses and indemnities) up funds on deposit in the Note Distribution Account remaining to a maximum amount under be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class B Notes pro rata based on their respective entitlement pursuant to this clause; (iiv) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the sum of Class A-1 Notes has been reduced to zero; (xv) 0.015% multiplied by to the sum Class A-2 Noteholders, until the Outstanding Principal Balance of the aggregate principal amount Class A-2 Notes has been reduced to zero; (vi) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Collateral as Class A-3 Notes has been reduced to zero; (vii) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the end Class A-4 Notes has been reduced to zero; and (viii) to the Class B Noteholders until the Outstanding Principal Balance of the related Calculation Period (prorated for the related Interest Accrual Period on the basis of a 360 day year and the actual number of days elapsed for the related Interest Accrual Period), (y) U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect Class B Notes has been reduced to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter) and (z) the sum of any excess amounts described in clause (x) and (y) unused for such payments on Interest Payment Dates or Additional Distribution Dates occurring during the prior three calendar quarters (or, if a lesser amount of time, since the Closing Date) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable to the Lenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (ii) of U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter);zero. (c) Following an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts shall be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay interest the Indenture Trustee, for all amounts due under Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to the Class A Noteholders, pro rata, to pay the Monthly Interest Amount Payable on each class of Class A Notes; (iv) to the Class A Noteholders, pro rata, in respect of the Advances and any increased costs and commitment fees and unfunded fees payable to the Lenders (pro rata based on amounts due); (d) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Payment Date) or an Interest Payment Date during a Maturity Date Extension Period, principal of the Advances until the Advances Class A Noteholders are paid in full; (ev) prior to the end of the Reinvestment Period, at the direction of the Portfolio ManagerClass B Noteholders, to fund pay the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up Monthly Interest Amount Payable on the Class B Notes; (vi) to the Unfunded Exposure Amounts Class B Noteholders, pro rata, in respect of principal until the Class B Noteholders are paid in full; and (vii) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such special record date, the Issuer shall mail to each Currency;Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (f) to pay All Class B Notes issued under this Indenture shall be in all amounts set forth in clause (b) above not paid due respects equally and ratably entitled to the limitation set forth therein benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the same order terms and provisions of priority; (g) to make any Permitted Distributions or Permitted RIC Distributions (using Interest Proceeds) directed pursuant to this Agreement; and (h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account as Principal Proceeds Indenture. Payments of principal and (ii) interest on the Maturity Date and Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any Additional Payment Date, any remaining amounts to the Companykind.

Priority of Payments. (a) On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day designated by the Administrative Agent (with one (1) Agent Business Days’ notice Date prior to the Collateral Agent and the Collateral Administrator; provided that any such notice received after 10:00 a.m. New York City time on any Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) after the occurrence of a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration acceleration of the Secured Obligations as due maturity of the Notes, after the payment to the Servicer of any accrued and payable unpaid Servicing Fee and reimbursement of any Servicing Advance, Available Amounts plus any amounts withdrawn from the Reserve Account on the related Transfer Date pursuant to Section 8.4, payments shall be paid by the Indenture Trustee (provided, that any payments may be deferred based solely on any such date in which the aggregate amount of proceeds available for distribution is less than $10,000) (each date information set forth in clauses (y) and (z) above, an “Additional Payment Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts related Servicer’s Certificate and the Permitted Non-USD Currency Collection Accounts as of report provided to the end of the related Calculation Period (or, in the case of an Additional Payment Date, one (1) Agent Business Day immediately preceding such Additional Payment DateIndenture Trustee pursuant to Section 8.5) in the following order of priority (the “Priority of Payments”):priority: (ai) to pay Taxes the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees and expenses shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes; (iv) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Company, if any and any filing, registration and annual return fees payable by Outstanding Principal Balance of the Company up to a maximum amount under this clause (a) Class A Notes as of U.S.$15,000 on each Interest Payment Date, the Maturity Date and each Additional immediately preceding Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all any principal payments of made thereon on such amounts on any other Additional Payment Date or Interest Payment Date occurring in Date) over the same calendar quarter); (b) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the Loan Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this clause (i) of the sum of (x) 0.015% multiplied by the sum of the aggregate principal amount of the Collateral as of Pool Balance at the end of the related Calculation Period Collection Period; (prorated for v) to the related Note Distribution Account, the Monthly Interest Accrual Period Amount Payable on the basis Class B Notes; (vi) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of a 360 day year the Outstanding Principal Balance of the Class A Notes and the actual number Class B Notes as of days elapsed for the related Interest Accrual Period), (y) U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional immediately preceding Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to any principal payments made thereon on such Payment Date) over the Pool Balance at the end of the related Collection Period; (vii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class C Notes; 700148678 06142559 (viii) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount, if any, by which the Note Balance of all payments the Notes then Outstanding exceeds the excess of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter) and (z) the sum of any excess amounts described in clause (x) and the Pool Balance at the end of the related Collection Period over (y) unused for such payments on Interest Payment Dates or Additional the Overcollateralization Amount; (ix) to the Note Distribution Dates occurring during Account, 50% of the prior three calendar quarters (orExcess Spread Amount, if a lesser amount of time, since the Closing Dateany; (x) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable to the Lenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (ii) of U.S.$50,000 on each Interest Payment DateReserve Account, the Maturity Date and each Additional Payment Date (amount, if any, required to be deposited in the case of any Additional Payment Date or the Maturity Date, after giving effect Reserve Account pursuant to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarterSection 8.4(c); (cxi) to pay interest due the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 to the extent not previously reimbursed; and (xii) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, payments on the Notes shall be paid by the transferring funds on deposit in the Note Distribution Account shall be paid in the following order of priority: (i) to the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders and Class A-4 Noteholders, an amount equal to the Monthly Interest Amount Payable in respect of the Advances Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, for the Interest Accrual Period immediately preceding such Payment Date, together with any increased costs and commitment fees and unfunded fees payable such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be allocable to the Lenders Holders of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata based upon the aggregate amount of interest due to each class; (ii) to the Class A Noteholders, the amounts payable under Section 8.3(a)(iv) above, if any, in respect of the Class A Notes will be made to the Class A Noteholders, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; and (D) to the Class A-4 until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; 700148678 06142559 (iii) to the Class B Noteholders, the Monthly Interest Amount Payable in respect of the Class B Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class B Notes pro rata based on amounts due)their respective entitlement pursuant to this clause; (div) to the Class A Noteholders and the Class B Noteholders, the amounts payable under Section 8.3(a)(vi) above, if any, in respect of the Class A Notes and the Class B Notes will be made to the Class A Noteholders and the Class B Noteholders, as applicable, in the following order of priority: (A) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (B) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (C) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (D) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (E) to the Class B Noteholders, until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; (v) to the Class C Noteholders, the Monthly Interest Amount Payable in respect of the Class C Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause; (vi) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (vii) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (viii) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (ix) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (x) to the Class B Noteholders until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; and 700148678 06142559 (xi) to the Class C Noteholders until the Outstanding Principal Balance of the Class C Notes has been reduced to zero. (c) Following an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts shall be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay (i) on each Interest Payment Datethe Indenture Trustee, for all prepayments of the Advances permitted or required amounts due under this Agreement (including any applicable premium) and Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to the Class A Noteholders, pro rata, to pay the Monthly Interest Amount Payable on each Class of A Notes; (iv) to the Maturity Date (andClass A-1 Noteholders, if applicable, any Additional Payment Date) or an Interest Payment Date during a Maturity Date Extension Period, in respect of principal of the Advances until the Advances Class A-1 Noteholders are paid in full; (ev) prior to the end of the Reinvestment PeriodClass A-2 Noteholders, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up to the Unfunded Exposure Amounts in respect of principal until the Class A-2 Noteholders are paid in full; (vi) to the Class A-3 Noteholders, in respect of principal until the Class A-3 Noteholders are paid in full; (vii) to the Class A-4 Noteholders, in respect of principal until the Class A-4 Noteholders are paid in full; (viii) to the Class B Noteholders, to pay the Monthly Interest Amount Payable on the Class B Notes; (ix) to the Class B Noteholders, pro rata, in respect of principal until the Class B Noteholders are paid in full; (x) to the Class C Noteholders to pay the Monthly Interest Amount Payable on the Class C Notes; (xi) to the Class C Noteholders, pro rata, in respect of principal until the Class C Noteholders are paid in full; and (xii) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such 700148678 06142559 special record date, the Issuer shall mail to each Currency;Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (f) to pay All Class B Notes issued under this Indenture shall be in all amounts set forth in clause (b) above not paid due respects equally and ratably entitled to the limitation set forth therein benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the same order terms and provisions of priority;this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kind. (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to make any Permitted Distributions the benefits hereof without preference, priority or Permitted RIC Distributions (using Interest Proceeds) directed pursuant to distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement; and (h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account as Principal Proceeds Indenture. Payments of principal and (ii) interest on the Maturity Date and Class C Notes shall be made pro rata among all Outstanding Class C Notes, without preference or priority of any Additional Payment Date, any remaining amounts to the Companykind.

Priority of Payments. (a) On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day designated by the Administrative Agent (with one (1) Agent Business Days’ notice Date prior to the Collateral Agent and the Collateral Administrator; provided that any such notice received after 10:00 a.m. New York City time on any Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) after the occurrence of a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration acceleration of the Secured Obligations as due Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fees and reimbursement of any Servicing Advances, from any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts, payments shall be made in the following order of priority: (i) to the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 of the Indenture for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees shall not exceed $75,000 during any calendar year; (providedii) to the Administrator, that any payments may be deferred the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Note Distribution Account, the Monthly Interest Amount Payable on any such date the Class A Notes; (iv) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class B Notes; (v) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class C Notes; (vi) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount by which the aggregate amount Note Balance of proceeds available for distribution is less than $10,000all the Notes then outstanding exceeds the excess of (x) (each date set forth in clauses (y) and (z) above, an “Additional Payment Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts and the Permitted Non-USD Currency Collection Accounts as of Pool Balance at the end of the related Calculation Collection Period over (ory) the Overcollateralization Amount; (vii) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; (viii) to the Reserve Account, the amount, if any, required to be deposited in the case Reserve Account pursuant to Section 8.4(c); (ix) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 of the Indenture to the extent not previously reimbursed; and (x) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Additional Payment DateEvent of Default and acceleration of the Notes, one (1) Agent Business Day immediately preceding such Additional Payment Date) funds on deposit in the Note Distribution Account shall be paid in the following order of priority (the “Priority of Payments”):priority: (ai) to the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders, and Class A-4 Noteholders, an amount equal to the Monthly Interest Amount Payable in respect of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and the Class A-4 Notes, for the Interest Accrual Period immediately preceding such Payment Date, together with any such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if the Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining Available Amounts shall be allocable to the Holders of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, pro rata based upon the aggregate amount of interest due to each class; (ii) to the Class B Noteholders, the Monthly Interest Amount Payable in respect of the Class B Notes; provided, that if the Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining Available Amounts shall be paid to the Holders of Class B Notes pro rata based on their respective entitlement pursuant to this clause; (iii) to the Class C Noteholders, the Monthly Interest Amount Payable in respect of the Class C Notes; provided, that if the Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining Available Amounts shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause; (iv) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (v) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (vi) to the Class A-3 until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (vii) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (viii) to the Class B Noteholders until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; and (ix) to the Class C Noteholders until the Outstanding Principal Balance of the Class C Notes has been reduced to zero. (c) Following an Event of Default and acceleration of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fees and reimbursement of any Servicing Advances, any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts will be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay Taxes of the CompanyIndenture Trustee, if any for all amounts due under Section 6.7; (ii) to pay the Administrator, all accrued and any filing, registration and annual return fees payable by unpaid Administration Fees; (iii) to pay the Company up to a maximum amount under this clause (a) of U.S.$15,000 Monthly Interest Amount Payable on each class of Class A Notes during the prior Interest Payment DateAccrual Period, plus any amount of interest on the Maturity Date and each Additional Payment Date Class A Notes that was not paid when due (in and, to the case of extent permitted by law, any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts interest on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarterthat unpaid amount); (biv) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the Loan Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this clause (i) of the sum of (x) 0.015% multiplied by the sum of the aggregate principal amount of the Collateral as of the end of the related Calculation Period (prorated for the related Interest Accrual Period on the basis of a 360 day year and the actual number of days elapsed for the related Interest Accrual Period), (y) U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter) and (z) the sum of any excess amounts described in clause (x) and (y) unused for such payments on Interest Payment Dates or Additional Distribution Dates occurring during the prior three calendar quarters (or, if a lesser amount of time, since the Closing Date) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable to the Lenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (ii) of U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter); (c) to pay interest due Class A Noteholders pro rata in respect of the Advances and any increased costs and commitment fees and unfunded fees payable to the Lenders (pro rata based on amounts due); (d) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Payment Date) or an Interest Payment Date during a Maturity Date Extension Period, principal of the Advances until the Advances Class A Noteholders are paid in full; (ev) to pay the Monthly Interest Amount Payable on the Class B Notes during the prior interest period, plus any amount of interest on the Class B Notes that was not paid when due (and, to the end of the Reinvestment Periodextent permitted by law, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up any interest on that unpaid amount); (vi) to the Unfunded Exposure Amounts Class B Noteholders in respect of principal until the Class B Noteholders are paid in full; (vii) to pay the Monthly Interest Amount Payable on the Class C Notes during the prior interest period, plus any amount of interest on the Class C Notes that was not paid when due (and, to the extent permitted by law, any interest on that unpaid amount); (viii) to the Class C Noteholders in respect of principal until the Class C Noteholders are paid in full; and (ix) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such special record date, the Issuer shall mail to each Currency;Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (f) to pay All Class B Notes issued under this Indenture shall be in all amounts set forth in clause (b) above not paid due respects equally and ratably entitled to the limitation set forth therein benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the same order terms and provisions of priority;this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kind. (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to make any Permitted Distributions the benefits hereof without preference, priority or Permitted RIC Distributions (using Interest Proceeds) directed pursuant to distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement; and (h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account as Principal Proceeds Indenture. Payments of principal and (ii) interest on the Maturity Date and Class C Notes shall be made pro rata among all Outstanding Class C Notes, without preference or priority of any Additional Payment Date, any remaining amounts to the Companykind.

Priority of Payments. xxii) On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day designated by the Administrative Agent (with one (1) Agent Business Days’ notice Date prior to the Collateral Agent and the Collateral Administrator; provided that any such notice received after 10:00 a.m. New York City time on any Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) after the occurrence of a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration acceleration of the Secured Obligations as due maturity of the Notes, after the payment to the Servicer of any accrued and payable unpaid Servicing Fee and reimbursement of any Servicing Advance, Available Amounts plus any amounts withdrawn from the Reserve Account on the related Transfer Date pursuant to Section 8.4, payments shall be paid by the Indenture Trustee (provided, that any payments may be deferred based solely on any such date in which the aggregate amount of proceeds available for distribution is less than $10,000) (each date information set forth in clauses (y) and (z) above, an “Additional Payment Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts related Servicer’s Certificate and the Permitted Non-USD Currency Collection Accounts as of report provided to the end of the related Calculation Period (or, in the case of an Additional Payment Date, one (1) Agent Business Day immediately preceding such Additional Payment DateIndenture Trustee pursuant to Section 8.5) in the following order of priority (the “Priority of Payments”):priority: (ai) to pay Taxes the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees and expenses shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes; (iv) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Company, if any and any filing, registration and annual return fees payable by Outstanding Principal Balance of the Company up to a maximum amount under this clause (a) Class A Notes as of U.S.$15,000 on each Interest Payment Date, the Maturity Date and each Additional immediately preceding Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all any principal payments of made thereon on such amounts on any other Additional Payment Date or Interest Payment Date occurring in Date) over the same calendar quarter); (b) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the Loan Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this clause (i) of the sum of (x) 0.015% multiplied by the sum of the aggregate principal amount of the Collateral as of Aggregate Receivable Value at the end of the related Calculation Period Collection Period; (prorated for v) to the related Note Distribution Account, the Monthly Interest Accrual Period Amount Payable on the basis Class B Notes; (vi) to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of a 360 day year the Outstanding Principal Balance of the Class A Notes and the actual number Class B Notes as of days elapsed for the related Interest Accrual Period), (y) U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional immediately preceding Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to any principal payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period; (vii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class C Notes; (viii) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount, if any, by which the Note Balance of all payments the Notes then Outstanding exceeds the excess of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter) and (z) the sum of any excess amounts described in clause (x) and the Aggregate Receivable Value at the end of the related Collection Period over (y) unused for such payments on Interest Payment Dates or Additional Distribution Dates occurring during the prior three calendar quarters Overcollateralization Amount (or, if a lesser amount of time, since the Closing Date) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable to the Lenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (ii) of U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all any payments of on such amounts on any other Additional Payment Date or Interest Payment Date occurring under clauses (iv) and (vi) above; (ix) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; (x) to the Reserve Account, the amount, if any, required to be deposited in the same calendar quarterReserve Account pursuant to Section 8.4(c); (cxi) to pay interest due in respect of the Advances and Indenture Trustee, any increased costs and commitment fees and unfunded fees amounts payable to the Lenders (pro rata based on amounts due); (d) Indenture Trustee pursuant to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Payment Date) or an Interest Payment Date during a Maturity Date Extension Period, principal of the Advances until the Advances are paid in full; (e) prior Section 6.7 to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up to the Unfunded Exposure Amounts in respect of each Currency; (f) to pay all amounts set forth in clause (b) above extent not paid due to the limitation set forth therein and in the same order of priority; (g) to make any Permitted Distributions or Permitted RIC Distributions (using Interest Proceeds) directed pursuant to this Agreementpreviously reimbursed; and (hxii) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account as Principal Proceeds and (ii) on the Maturity Date and any Additional Payment Date, any remaining amounts to the CompanyIssuer, the remaining balance, if any.

Priority of Payments. (a) On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day designated by the Administrative Agent (with one (1) Agent Business Days’ notice Date prior to the Collateral Agent and the Collateral Administrator; provided that any such notice received after 10:00 a.m. New York City time on any Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) after the occurrence of a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration acceleration of the Secured Obligations as due Notes, after the payment to the Servicer of any accrued and payable (providedunpaid Servicing Fees and reimbursement of any Servicing Advances, that from any payments may be deferred amounts withdrawn from the Reserve Account on any such date in which the aggregate amount of proceeds available for distribution is less than $10,000) (each date set forth in clauses (y) and (z) above, an “Additional Payment Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts and the Permitted Non-USD Currency Collection Accounts as of the end of the related Calculation Period (orTransfer Date and Available Amounts, in the case of an Additional Payment Date, one (1) Agent Business Day immediately preceding such Additional Payment Date) payments shall be made in the following order of priority (the “Priority of Payments”):priority: (ai) to the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 of the Indenture for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Swap Counterparty any Swap Payments Outgoing in accordance with the Swap Agreement; (iv) to pay Taxes with the same priority and ratably in proportion to the Outstanding Principal Balance of the Company, if Class A Notes and the amount of any Swap Termination Payment due and any filing, registration and annual return fees payable by the Company up Issuer to a maximum amount under this clause the Swap Counterparty: (a1) of U.S.$15,000 on each Interest Payment Dateto the Note Distribution Account, the Maturity Date and each Additional Payment Date (in Monthly Interest Amount Payable on the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter);Class A Notes; and (b2) to pay (i) firstthe Swap Counterparty, amounts due or any Swap Termination Payments payable to the Collateral Agent, Swap Counterparty upon the Collateral Administrator and the Securities Intermediary hereunder and under the Loan Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this clause (i) termination of the sum of (x) 0.015% multiplied by the sum of the aggregate principal amount of the Collateral as of the end of the related Calculation Period (prorated for the related Interest Accrual Period on the basis of a 360 day year and the actual number of days elapsed for the related Interest Accrual Period), (y) U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of Swap Agreement; provided that if any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter) and (z) the sum of any excess amounts described in clause (x) and (y) unused for such payments on Interest Payment Dates or Additional Distribution Dates occurring during the prior three calendar quarters (or, if a lesser amount of time, since the Closing Date) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable allocable to the Lenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (ii) of U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter); (c) Class A Notes are not needed to pay interest due in respect on such Class A Notes as of such Payment Date, such amounts will be applied to pay the Advances and portion, if any, of any increased costs and commitment fees and unfunded fees payable to the Lenders (pro rata based on amounts due)Swap Termination Payment remaining unpaid; (dv) to pay (i) on each the Note Distribution Account, the Monthly Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) Amount Payable on the Maturity Date (and, if applicable, any Additional Payment Date) or an Interest Payment Date during a Maturity Date Extension Period, principal of the Advances until the Advances are paid in fullClass B Notes; (e) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up to the Unfunded Exposure Amounts in respect of each Currency; (f) to pay all amounts set forth in clause (b) above not paid due to the limitation set forth therein and in the same order of priority; (g) to make any Permitted Distributions or Permitted RIC Distributions (using Interest Proceeds) directed pursuant to this Agreement; and (h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account as Principal Proceeds and (ii) on the Maturity Date and any Additional Payment Date, any remaining amounts to the Company.

Priority of Payments. On (wa) In accordance with the Indenture, on each Interest Payment Date, the Trustee (xor the Paying Agent on behalf of the Trustee) the Maturity Date, (y) each Agent Business Day designated by the Administrative Agent (with one (1) Agent Business Days’ notice to shall segregate monies in the Collateral Agent and Proceeds Account into the Collateral Administrator; provided that any such notice received after 10:00 a.m. New York City time on any Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) after the occurrence of a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable (provided, that any payments may be deferred on any such date in which the aggregate amount of proceeds available for distribution is less than $10,000) (each date set forth in clauses (y) and (z) above, an “Additional Payment Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts and the Permitted Non-USD Currency Collection Accounts as of the end of the related Calculation Period (orClass One CP Subaccount, in the case of an Additional Payment Datefunds received with respect to the Class One Mortgage Loans, one (1) Agent Business Day immediately preceding such Additional Payment Date) in and the following order of priority (the “Priority of Payments”): (a) to pay Taxes of the CompanyClass Two CP Subaccount, if any and any filing, registration and annual return fees payable by the Company up to a maximum amount under this clause (a) of U.S.$15,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional funds received with respect to the Class Two Mortgage Loans, in accordance with the statement furnished by the Master Servicer and shall distribute such funds for each Mortgage Pool in the following manner: (i) funds in each CP Subaccount will be applied in the following order: (A) to the related Class A Bonds, an amount equal to the Accrued Interest on such Bonds or Amount for such Payment Date (plus any interest for such Bonds or the Maturity Amount remaining unpaid from any previous Payment Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter); (bB) to pay (i) firstthe related Class A Bonds, amounts due or payable an amount equal to the Collateral Agentrelated Bond Principal Amount, to be applied to reduce the Collateral Administrator and the Securities Intermediary hereunder and under the Loan Documents (including feesoutstanding principal balance thereof, out-of-pocket expenses and indemnities) up to a maximum amount under this clause (i) of the sum of (x) 0.015% multiplied by the sum of the aggregate principal amount of the Collateral as of the end of until the related Calculation Period (prorated for the related Interest Accrual Period on the basis of a 360 day year and the actual number of days elapsed for the related Interest Accrual Period), (y) U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter) and (z) the sum of any excess amounts described in clause (x) and (y) unused for such payments on Interest Payment Dates or Additional Distribution Dates occurring during the prior three calendar quarters (or, if a lesser amount of time, since the Closing Date) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable to the Lenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (ii) of U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter); (c) to pay interest due in respect of the Advances and any increased costs and commitment fees and unfunded fees payable to the Lenders (pro rata based on amounts due); (d) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Payment Date) or an Interest Payment Date during a Maturity Date Extension Period, principal of the Advances until the Advances are Class A Bonds have been paid in full; (eC) prior if the amount in such CP Subaccount is in excess of the amounts necessary to distribute in full the amounts described in clauses (A) and (B) above and the amount in the CP Subaccount relating to the end of other Mortgage Pool is less than the Reinvestment Periodamount required to distribute in full the amounts described in clauses (A) through (B) above for the Class A Bonds and relating to such other Mortgage Pool, at the direction of the Portfolio Managerthen such excess amount will be applied to such other Mortgage Pool to reduce such insufficiency, to fund the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up to the Unfunded Exposure Amounts in respect of each Currencyif any; (fD) to pay all amounts set forth in clause the related Class B Bonds, an amount equal to Accrued Interest on such Class B Bonds for such Payment Date (b) above not paid due to the limitation set forth therein and in the same order of priorityplus any interest for such Class B Bonds remaining unpaid from any previous Payment Date); (gE) provided that the outstanding principal balance of the related Class A Bonds has been paid in full, to make any Permitted Distributions or Permitted RIC Distributions the related Class B Bonds, an amount equal to the related Bond Principal Amount, to be applied to reduce the outstanding principal balance thereof, until the related Class B Bonds have been paid in full; (using Interest ProceedsF) directed if the amount in such CP Subaccount is in excess of the amounts necessary to distribute in full the amounts described in paragraphs (D) and (E) above and the amount in the CP Subaccount relating to the other Mortgage Pool is less than the amount required to distribute in full the amounts described in clauses (D) and (E) above for the Class B Bonds relating to such other Mortgage Pool, then such excess amount will be applied to such other Mortgage Pool to reduce such insufficiency, if any; 100 (G) To the extent amounts have been diverted into a CP Subaccount from another CP Subaccount pursuant to this Agreementclauses (C) or (F) above and not reimbursed previously, equivalent amounts, to the extent of available funds, shall be diverted from the CP Subaccount so increased into the CP Subaccount from which the funds were taken; and (hii) (i) any principal and interest amounts on any Interest Payment Date, to deposit any the Mortgage Loans remaining amounts in each CP Subaccount shall be deposited in the Principal Collection Surplus Account and released from the lien of the Indenture and paid to the Depositor or such Person as Principal Proceeds the Depositor shall designate in accordance with Section 13.05 of the Indenture. (b) In the event that a Subordinated Trustee is appointed pursuant to Section 11 hereof, on each Payment Date after the payment of the Class A Bonds related to each Mortgage Pool in accordance with subsections (a)(i)(A) through (a)(i)(C) of this Section 7, all amounts remaining in a CP Subaccount as specified in the statement furnished by the Master Servicer shall be transferred by the Trustee to the Subordinated Trustee for deposit into a Subordinated Account for such Class established by the Subordinated Trustee for payment in accordance with (a)(i)(D) through (a)(i)(G) and (iia)(ii). (c) All distributions or allocations made with respect to each Class of Bonds on each Payment Date shall be allocated pro rata among the Maturity Date and any Additional Payment Date, any remaining amounts to the CompanyOutstanding Bonds of such Class.

Priority of Payments. On (w) each Interest Payment Transfer Date, the -------------------- Trustee, acting in accordance with written instructions from the Servicer substantially in the form of Exhibit D hereto, shall make the withdrawals, --------- deposits and payments specified in subsections (xa) through (h) of this Section 4.09. (a) On the Maturity Transfer Date preceding each Distribution Date, (y) each Agent Business Day designated by the Administrative Agent (with one (1) Agent Business Days’ notice an amount equal to the Collateral Agent and the Collateral Administrator; provided that any such notice received after 10:00 a.m. New York City time on any Agent Business Day shall be Class A Available Funds deposited or deemed to have been received deposited into the Finance Charge Account for the related Monthly Period will be distributed in the following priority: (i-a) an amount equal to any unreimbursed Servicer Advances with respect to Class A Monthly Interest shall be paid to the Servicer; (i) an amount equal to the Class A Monthly Interest for such Distribution Date (less the amount of any Servicer Advance with respect to ---- Class A Monthly Interest or any funds advanced from the Finance Charge Account pursuant to Section 4.11 on the immediately succeeding Agent Business Day) after the occurrence of a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable (provided, that any payments may be deferred on any such date in which the aggregate amount of proceeds available for distribution is less than $10,000) (each date set forth in clauses (y) and (z) above, an “Additional Payment Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts and the Permitted Non-USD Currency Collection Accounts as of the end of the related Calculation Period (or, in the case of an Additional Payment Date, one (1) Agent Business Day immediately preceding such Additional Payment Date) in the following order of priority (the “Priority of Payments”): (a) to pay Taxes of the Company, if any and any filing, registration and annual return fees payable by the Company up to a maximum amount under this clause (a) of U.S.$15,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or during the Maturity Datepreceding Monthly Period) shall be deposited by the Servicer or the Trustee into the Distribution Account; (ii) if First USA is no longer the Servicer, an amount equal to the Class A Monthly Servicing Fee for such Distribution Date shall be distributed to the Servicer; (iii) an amount equal to the aggregate Class A Investor Default Amount, if any, for such Distribution Date shall be (A) distributed to the Holder of the Exchangeable Transferor Certificate on Distribution Dates with respect to the Revolving Period, but not exceeding the Transferor Interest (determined as of such Distribution Date after giving effect to all payments any Principal Receivables transferred to the Trust during the Monthly Period relating to such Distribution Date, any such amount in excess of such amounts on any other Additional Payment Date or the Transferor Interest Payment Date occurring to be treated as Unallocated Principal Collections) and (B) deposited in the same calendar quarter)Principal Account and treated as a portion of Available Investor Principal Collections for Distribution Dates with respect to the Amortization Period or Partial Amortization Period; (biv) an amount equal to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the Loan Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this clause (i) of the sum of (x) 0.015% multiplied by the sum of the aggregate principal amount of the Collateral as of the end of the related Calculation Period (prorated for the related Interest Accrual Period on the basis of a 360 day year and the actual number of days elapsed for the related Interest Accrual Period), (y) U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter) and (z) the sum of any excess amounts described in clause (x) and (y) unused for such payments on Interest Payment Dates or Additional Distribution Dates occurring during the prior three calendar quarters (or, if a lesser amount of time, since the Closing Date) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable to the Lenders, but including Lender indemnities) due hereunderClass A Increase Cost Amount, up to a maximum amount under this clause (ii) of U.S.$50,000 on each Interest Payment Date, the Maturity Class A Increase Cost Amount Cap for such Transfer Date and each Additional Payment Date (shall be held in the case of any Additional Payment Date or the Maturity DateFinance Charge Account, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring invested overnight in the same calendar quarter); (c) to pay interest due in respect of the Advances Permitted Investments and any increased costs and commitment fees and unfunded fees payable paid to the Lenders (pro rata based on amounts due); (d) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) CPA Agent on the Maturity related Distribution Date (and, if applicable, any Additional Payment Date) or an Interest Payment Date during a Maturity Date Extension Period, principal of in accordance with the Advances until the Advances are paid in full; (e) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up to the Unfunded Exposure Amounts in respect of each Currency; (f) to pay all amounts set forth in clause (b) above not paid due to the limitation set forth therein and in the same order of priority; (g) to make any Permitted Distributions or Permitted RIC Distributions (using Interest Proceeds) directed pursuant to this Certificate Purchase Agreement; and (hv) (i) on any Interest Payment Datethe balance, to deposit any remaining amounts if any, shall constitute Excess Finance Charge Collections and shall be allocated and distributed as set forth in Section 4.13 of the Principal Collection Account as Principal Proceeds and (ii) on the Maturity Date and any Additional Payment Date, any remaining amounts to the CompanyAgreement.

Priority of Payments. (a) On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day designated by the Administrative Agent (with one (1) Agent Business Days’ notice Date prior to the Collateral Agent and the Collateral Administrator; provided that any such notice received after 10:00 a.m. New York City time on any Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) after the occurrence of a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration acceleration of the Secured Obligations as due maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, Available Amounts, [plus any amounts withdrawn from the Reserve Account on the related Transfer Date pursuant to Section 8.4] shall be made in the following order of priority: (i) to the Indenture Trustee, amounts payable (providedto the Indenture Trustee pursuant to Section 6.7 for the related Collection Period, that any payments may be deferred on any such date in which provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees and expenses shall not exceed $[●] during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the [Issuer] Administration Agreement; (iii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes; (iv) [to the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of proceeds available for distribution is less than $10,000) the Outstanding Principal Balance of the Class A Notes as of the immediately preceding Payment Date (each date set forth in clauses (y) and (z) above, an “Additional after giving effect to any principal payments made thereon on such Payment Date”), ) over the Collateral Agent shall distribute all amounts in the Collection Accounts and the Permitted Non-USD Currency Collection Accounts as of Aggregate Receivable Value at the end of the related Calculation Period Collection Period]; (orv) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class B Notes; (vi) [to the Note Distribution Account, principal payable on the Notes in an amount equal to the case excess, if any, of an Additional Payment Date, one (1) Agent Business Day the Outstanding Principal Balance of the Class A Notes and the Class B Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made thereon on such Additional Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period]; (vii) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class C Notes; (viii) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount, if any, by which the Note Balance of all the Notes then Outstanding exceeds the excess of (x) the Aggregate Receivable Value at the end of the related Collection Period over (y) the Overcollateralization Amount (after giving effect to any principal payments on such Payment Date under [clause (iv) and clause (vi)] above]; (ix) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; (x) [to the Reserve Account, the amount, if any, required to be deposited in the Reserve Account pursuant to Section 8.4(c);] (xi) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 to the extent not previously reimbursed; and (xii) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, payments on the Notes shall be paid by transferring funds on deposit in the Note Distribution Account shall be paid in the following order of priority (the “Priority of Payments”):priority: (ai) to pay Taxes the Class A Noteholders, an amount equal to the Monthly Interest Amount Payable in respect of the Company, if any and any filing, registration and annual return fees payable by Class A Notes for the Company up to a maximum amount under this clause (a) of U.S.$15,000 on each Interest Accrual Period immediately preceding such Payment Date, together with any such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if the Maturity Date and each Additional Payment Date (funds on deposit in the case Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be allocable to the Holders of any Additional Payment Date or the Maturity Date, after giving effect Class A Notes pro rata based upon the aggregate amount of interest due to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter)each class; (bii) [to the Class A Noteholders, the amounts payable under Section 8.3(a)(iv) above, if any, in respect of the Class A Notes will be made to the Class A Noteholders;] (iii) to pay (i) firstthe Class B Noteholders, amounts due or payable the Monthly Interest Amount Payable in respect of the Class B Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Collateral AgentHolders of Class B Notes pro rata based on their respective entitlement pursuant to this clause; (iv) [to the Class A Noteholders and the Class B Noteholders, the Collateral Administrator amounts payable under Section 8.3(a)(vi) above, if any, in respect of the Class A Notes and the Securities Intermediary hereunder Class B Notes will be made to the Class A Noteholders and under the Loan Documents Class B Noteholders, as applicable;] (including feesv) to the Class C Noteholders, out-of-pocket expenses and indemnities) up the Monthly Interest Amount Payable in respect of the Class C Notes; provided, that if the funds on deposit in the Note Distribution Account remaining to a maximum amount under be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause; (ivi) to the Class A Noteholders, until the Outstanding Principal Balance of the sum of Class A Notes has been reduced to zero; (xvii) 0.015% multiplied by to the sum Class B Noteholders until the Outstanding Principal Balance of the aggregate principal amount Class B Notes has been reduced to zero; and (viii) to the Class C Noteholders until the Outstanding Principal Balance of the Collateral as of the end of the related Calculation Period (prorated for the related Interest Accrual Period on the basis of a 360 day year and the actual number of days elapsed for the related Interest Accrual Period), (y) U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect Class C Notes has been reduced to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter) and (z) the sum of any excess amounts described in clause (x) and (y) unused for such payments on Interest Payment Dates or Additional Distribution Dates occurring during the prior three calendar quarters (or, if a lesser amount of time, since the Closing Date) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable to the Lenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (ii) of U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter);zero. (c) Following an Event of Default and acceleration of the maturity of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fees and reimbursement of any Servicing Advance [, any amounts withdrawn from the Reserve Account on the related Transfer Date] and Available Amounts shall be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay interest the Indenture Trustee, for all amounts due under Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to the Class A Noteholders, to pay the Monthly Interest Amount Payable on each class of Class A Notes; (iv) to the Class A Noteholders pro rata in respect of the Advances and any increased costs and commitment fees and unfunded fees payable to the Lenders (pro rata based on amounts due); (d) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Payment Date) or an Interest Payment Date during a Maturity Date Extension Period, principal of the Advances until the Advances Class A Noteholders are paid in full; (ev) prior to the end of the Reinvestment Period, at the direction of the Portfolio ManagerClass B Noteholders, to fund pay the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up Monthly Interest Amount Payable on the Class B Notes; (vi) to the Unfunded Exposure Amounts Class B Noteholders, pro rata, in respect of principal until the Class B Noteholders are paid in full; (vii) to the Class C Noteholders, to pay the Monthly Interest Amount Payable on the Class C Notes; (viii) to the Class C Noteholders, pro rata, in respect of principal until the Class C Noteholders are paid in full; and (ix) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such special record date, the Issuer shall mail to each Currency;Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (f) to pay All Class B Notes issued under this Indenture shall be in all amounts set forth in clause (b) above not paid due respects equally and ratably entitled to the limitation set forth therein benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the same order terms and provisions of priority;this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kind. (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to make any Permitted Distributions the benefits hereof without preference, priority or Permitted RIC Distributions (using Interest Proceeds) directed pursuant to distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement; and (h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account as Principal Proceeds Indenture. Payments of principal and (ii) interest on the Maturity Date and Class C Notes shall be made pro rata among all Outstanding Class C Notes, without preference or priority of any Additional Payment Date, any remaining amounts to the Companykind.

Priority of Payments. (a) On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day designated by the Administrative Agent (with one (1) Agent Business Days’ notice Date prior to the Collateral Agent and the Collateral Administrator; provided that any such notice received after 10:00 a.m. New York City time on any Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) after the occurrence of a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration acceleration of the Secured Obligations as Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fees and reimbursement of any Servicing Advances, from any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts, payments shall be made in the following order of priority: (i) to the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 of the Indenture for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Swap Counterparty any Swap Payments Outgoing in accordance with the Swap Agreement; (iv) to pay with the same priority and ratably in proportion to the Outstanding Principal Balance of the Class A Notes and the amount of any Swap Termination Payment due and payable by the Issuer to the Swap Counterparty: (provided1) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes; and (2) to the Swap Counterparty, any Swap Termination Payments payable to the Swap Counterparty upon the termination of the Swap Agreement; provided that if any payments may amounts allocable to the Class A Notes are not needed to pay interest due on such Class A Notes as of such Payment Date, such amounts will be deferred applied to pay the portion, if any, of any Swap Termination Payment remaining unpaid; (v) to the Note Distribution Account, the Monthly Interest Amount Payable on any such date the Class B Notes; (vi) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class C Notes; (vii) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount by which the aggregate amount Note Balance of proceeds available for distribution is less than $10,000all the Notes then outstanding exceeds the excess of (x) (each date set forth in clauses (y) and (z) above, an “Additional Payment Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts and the Permitted Non-USD Currency Collection Accounts as of Pool Balance at the end of the related Calculation Collection Period over (ory) the Overcollateralization Amount; (viii) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; (ix) to the Reserve Account, the amount, if any, required to be deposited in the case Reserve Account pursuant to Section 8.4(c); (x) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 of the Indenture to the extent not previously reimbursed; and (xi) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Additional Payment DateEvent of Default and acceleration of the Notes, one (1) Agent Business Day immediately preceding such Additional Payment Date) funds on deposit in the Note Distribution Account shall be paid in the following order of priority (the “Priority of Payments”):priority: (ai) to pay Taxes the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders and the Class A-4 Noteholders, an amount equal to the Monthly Interest Amount Payable in respect of the CompanyClass A-1 Notes, if any Class A-2 Notes, Class A-3 Notes and any filing, registration and annual return fees payable by Class A-4 Notes for the Company up to a maximum amount under this clause (a) of U.S.$15,000 on each Interest Accrual Period immediately preceding such Payment Date, the Maturity Date and each Additional Payment Date (in the case of together with any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or that accrued in respect of prior Interest Payment Date occurring in Accrual Periods for which no payment was previously made; provided, that if the same calendar quarter)Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining Available Amounts shall be allocable to the Holders of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and the Class A-4 Notes pro rata based upon the aggregate amount of interest due to each class; (bii) to pay (i) firstthe Class B Noteholders, amounts due or payable the Monthly Interest Amount Payable in respect of the Class B Notes; provided, that if the Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining Available Amounts shall be paid to the Collateral AgentHolders of Class B Notes pro rata based on their respective entitlement pursuant to this clause; (iii) to the Class C Noteholders, the Collateral Administrator and Monthly Interest Amount Payable in respect of the Securities Intermediary hereunder and under Class C Notes; provided, that if the Loan Documents (including fees, out-of-pocket expenses and indemnities) up Available Amounts remaining to a maximum amount under be paid pursuant to this clause are less than the full amount required to be so paid, such remaining Available Amounts shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause; (iiv) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the sum of Class A-1 Notes has been reduced to zero; (xv) 0.015% multiplied by to the sum Class A-2 Noteholders, until the Outstanding Principal Balance of the aggregate principal amount Class A-2 Notes has been reduced to zero; (vi) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Collateral as Class A-3 Notes has been reduced to zero; (vii) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the end Class A-4 Notes has been reduced to zero; (viii) to the Class B Noteholders until the Outstanding Principal Balance of the related Calculation Period Class B Notes has been reduced to zero; and (prorated for the related Interest Accrual Period on the basis of a 360 day year and the actual number of days elapsed for the related Interest Accrual Period), (yix) U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter) and (z) the sum of any excess amounts described in clause (x) and (y) unused for such payments on Interest Payment Dates or Additional Distribution Dates occurring during the prior three calendar quarters (or, if a lesser amount of time, since the Closing Date) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable to the Lenders, but including Lender indemnities) due hereunder, up Class C Noteholders until the Outstanding Principal Balance of the Class C Notes has been reduced to a maximum amount under this clause (ii) of U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter);zero. (c) Following an Event of Default and acceleration of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fees and reimbursement of any Servicing Advances, any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts will be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay the Indenture Trustee, for all amounts due under Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to pay the Swap Counterparty any Swap Payments Outgoing; (iv) to pay with the same priority and ratably in proportion to the Outstanding Principal Balance of the Class A Notes and the amount of any Swap Termination Payment due and payable by the Issuer to the Swap Counterparty: (A) the Monthly Interest Amount Payable on each class of Class A Notes during the prior Interest Accrual Period, plus any amount of interest on the Class A Notes that was not paid when due (and, to the extent permitted by law, any interest on that unpaid amount); and (B) any Swap Termination Payments payable to the Swap Counterparty due under the Swap Agreement; provided that if any amounts allocable to the Class A Notes are not needed to pay interest due on such Class A Notes as of such payment date, such amounts will be applied to pay the portion, if any, of any Swap Termination Payment remaining unpaid; (v) to the Class A Noteholders pro rata in respect of the Advances and any increased costs and commitment fees and unfunded fees payable to the Lenders (pro rata based on amounts due); (d) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Payment Date) or an Interest Payment Date during a Maturity Date Extension Period, principal of the Advances until the Advances Class A Noteholders are paid in full; (evi) to pay the Monthly Interest Amount Payable on the Class B Notes during the prior interest period, plus any amount of interest on the Class B Notes that was not paid when due (and, to the end of the Reinvestment Periodextent permitted by law, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up any interest on that unpaid amount); (vii) to the Unfunded Exposure Amounts Class B Noteholders in respect of principal until the Class B Noteholders are paid in full; (viii) to pay the Monthly Interest Amount Payable on the Class C Notes during the prior interest period, plus any amount of interest on the Class C Notes that was not paid when due (and, to the extent permitted by law, any interest on that unpaid amount); (ix) to the Class C Noteholders in respect of principal until the Class C Noteholders are paid in full; and (x) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such special record date, the Issuer shall mail to each Currency;Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (f) to pay All Class B Notes issued under this Indenture shall be in all amounts set forth in clause (b) above not paid due respects equally and ratably entitled to the limitation set forth therein benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the same order terms and provisions of priority;this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kind. (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to make any Permitted Distributions the benefits hereof without preference, priority or Permitted RIC Distributions (using Interest Proceeds) directed pursuant to distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement; and (h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account as Principal Proceeds Indenture. Payments of principal and (ii) interest on the Maturity Date and Class C Notes shall be made pro rata among all Outstanding Class C Notes, without preference or priority of any Additional Payment Date, any remaining amounts to the Companykind.

Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day designated by the Administrative Agent (Funds will be distributed in accordance with one (1) Agent Business Days’ notice to the Collateral Agent and the Collateral Administrator; provided that any such notice received after 10:00 a.m. New York City time on any Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) after the occurrence of a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable (provided, that any payments may be deferred on any such date in which the aggregate amount of proceeds available for distribution is less than $10,000) (each date set forth in clauses (y) and (z) above, an “Additional Payment Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts and the Permitted Non-USD Currency Collection Accounts as of the end of the related Calculation Period (or, in the case of an Additional Payment Date, one (1) Agent Business Day immediately preceding such Additional Payment Date) in the following order of priority payment priorities (collectively, the “Priority of Payments”): (a) On each Payment Date (other than as provided in Section 4.1(b)), Available Funds, in the following order of priority: (i) to pay Taxes the payment of any accrued and unpaid taxes, costs and expenses of the Company, if Issuer relating to this Agreement or the Collateral Administration Agreement (including any and any filing, registration and annual return fees indemnities payable by the Company up to a maximum amount under this clause (a) of U.S.$15,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarterIssuer); (bii) to pay (i) first, amounts due or payable to the Collateral AgentSenior Noteholder, the Collateral Administrator Senior Note Interest due and the Securities Intermediary hereunder and under the Loan Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this clause (i) of the sum of (x) 0.015% multiplied by the sum of the aggregate principal amount of the Collateral as of the end of the related Calculation Period (prorated for the related Interest Accrual Period payable on the basis of a 360 day year and the actual number of days elapsed for the related Interest Accrual Period), (y) U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter) and (z) the sum of any excess amounts described in clause (x) and (y) unused for such payments on Interest Payment Dates or Additional Distribution Dates occurring during the prior three calendar quarters (or, if a lesser amount of time, since the Closing Date) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable to the Lenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (ii) of U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter)Senior Notes; (ciii) to pay interest due in respect the Senior Noteholder, to the payment of the Advances and any increased costs and commitment fees and unfunded fees payable to the Lenders (pro rata based on amounts due)Senior Note Quarterly Partial Redemption Amount; (div) to pay (i) on each Interest Payment Datethe Senior Noteholder, all prepayments to the payment of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) principal on the Maturity Date Senior Notes (and, if applicable, any Additional Payment DateA) or an Interest Payment Date during unless a Maturity Date Extension Period, principal of the Advances until the Advances are paid in full; (e) prior Failure to the end of the Reinvestment PeriodPay has occurred, at the direction discretion of the Portfolio Manager, an amount equal to fund the Unfunded Exposure lesser of (x) the amount designated by the Portfolio Manager and (y) funds in the Principal Account or (B) if a Failure to Pay has occurred, all funds in the Interest Account, the Principal Account and the CLO Asset Management Fees Account, in each applicable Permitted Non-USD Currency Unfunded Exposure Account up case until the Outstanding Senior Note Amount has been reduced to the Unfunded Exposure Amounts in respect of each Currencyzero; (fv) to pay all amounts set forth in clause (b) above not paid the Junior Noteholder, the Positive Carry due and payable to the limitation set forth therein and in Junior Notes (to the same order of priority; (g) extent not applied to make any Permitted Distributions or Permitted RIC Distributions (using Interest Proceeds) directed pursuant to this Agreementoffset Trading Losses); and (hvi) all remaining Available Funds will be retained by the Issuer. (b) If the Refinancing Date or the Liquidation Date occurs, on the Final Settlement Date, Available Funds and, until the Outstanding Senior Note Amount has been reduced to zero, the CLO Asset Management Fees, in the following order of priority: (i) on to the payment of any Interest Payment Datetaxes, costs and expenses of the Issuer relating to deposit this Agreement or the Collateral Administration Agreement accrued and unpaid as of such date (including any remaining amounts in indemnities payable by the Principal Collection Account as Principal Proceeds and Issuer); (ii) to the Senior Noteholder, the Senior Note Interest due and payable on the Maturity Date and any Additional Payment Date, any remaining amounts Senior Notes; (iii) to the CompanySenior Noteholder, the Outstanding Senior Note Amount as the redemption price of the Senior Notes; (iv) to the Junior Noteholder, the Positive Carry due and payable to the Junior Notes (which amount will be determined after giving effect to the offset of Losses pursuant to the definition of Trading Loss); (v) to the Junior Noteholder, the Outstanding Junior Note Amount (reduced by the sum of all remaining Trading Losses) as the redemption price of the Junior Notes; and (vi) to the Junior Noteholder, all remaining proceeds.

Priority of Payments. On each Business Day, the Trustee, based on the Daily Servicer Report, shall distribute funds on deposit in the Collection Account to the Persons and in the order of priority set forth in clause (wi) below. On each Interest Payment Settlement Date, (x) by 12:00 noon Eastern Standard time, the Maturity DateTrustee, (y) each Agent Business Day designated by based on the Administrative Agent (with one (1) Agent Business Days’ notice Monthly Servicer Report, shall distribute funds from the Collection Account in an amount equal to the Collateral Agent Available Distribution Amount to the Persons and in the Collateral Administrator; provided that any such notice received after 10:00 a.m. New York City time on any Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) after the occurrence order of a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable (provided, that any payments may be deferred on any such date in which the aggregate amount of proceeds available for distribution is less than $10,000) (each date priority set forth in clauses (yii) and (ziii): (i) above, On each Business Day prior to the occurrence of an “Additional Payment Date”)Early Amortization Event or an Event of Default, the Collateral Agent shall distribute all Trustee will make the following allocations with respect to amounts then on deposit in the Collection Accounts and the Permitted Non-USD Currency Collection Accounts as of the end of the related Calculation Period (or, in the case of an Additional Payment Date, one (1) Agent Business Day immediately preceding such Additional Payment Date) Account in the following order of priority (the “Priority of Payments”):priority: (a1) to pay Taxes of the Company, if any and any filing, registration and annual return fees payable by the Company up to a maximum amount under this clause (a) of U.S.$15,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (To set aside in the case of any Additional Payment Date or Collection Account an amount equal to the Maturity Accrued Facility Costs for further transfer on the next Settlement Date; (2) To the Spread Maintenance Account, until the amount (after giving effect to all payments distributions to be made on such Settlement Date) equals the Required Spread Maintenance Reserve Amount; (3) To the Settlement Account for each Series of Warehouse Notes specified by the Servicer in reduction of the principal amount outstanding thereunder in such amounts as specified by the Servicer; and (4) To the applicable Seller, an amount equal to the unpaid purchase price payable to the Seller under the Purchase Agreement; (5) Any remaining amounts shall be retained in the Collection Account for further distribution in accordance with this Section 5.4(c). (ii) On each Settlement Date, if neither an Early Amortization Event nor an Event of Default shall have occurred (or has been waived in accordance with the terms hereof), the Trustee will make the following payments from the Available Distribution Amount then on deposit in the Collection Account to the following Persons in the following order of priority: (1) To the Trustee, an amount equal to all Trustee Fees and Expenses then due and payable for all Series then Outstanding, plus any Trustee Fees and Expenses due but not paid on any other Additional Payment prior Settlement Date or Interest Payment Date occurring (up to $50,000 in the same calendar quarteraggregate per year); (b2) To the Servicer an amount equal to pay the Servicing Fee for such Settlement Date (iplus any Servicing Fee due but not paid to the Servicer on any prior Settlement Date); (3) firstTo the Custodian, amounts any fees and expenses then due or and payable to the Collateral AgentCustodian pursuant to the Custodian Agreement, plus any such fees and expenses due but not paid on any prior Settlement Date (up to $10,000 in the Collateral Administrator aggregate per year); (4) If a successor Servicer shall have been appointed, to such successor Servicer an amount in reimbursement of transition costs actually incurred by such successor Servicer (up to $50,000 in the aggregate); (5) To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all scheduled payments and interest thereon (but excluding termination payments thereunder) then due and payable under the related Interest Rate Hedge Agreement and the Securities Intermediary hereunder and under amount of any arrearages thereof, if any; (6) In payment of the Loan Documents following amounts on a pro rata basis: to each Settlement Account for each Series of Notes then Outstanding, an amount equal to the Interest Payments (including feesPremiums, out-of-pocket expenses if applicable) then due and indemnitiespayable for such Series; (7) up To the Settlement Account for each Series of Notes then Outstanding, an amount equal to the Scheduled Principal Payment Amounts then due and payable for such Series; (8) First, to the Settlement Account for each Series of Warehouse Notes then Outstanding (until all Warehouse Notes are paid in full), an amount equal to the Supplemental Principal Payment Amount then due and payable for such Series, on a maximum pro rata basis, and then to the Settlement Account for each other Series of Notes then Outstanding, an amount under equal to the Supplemental Principal Payment Amount then due and payable for such Series, on a pro rata basis; provided that if a Borrowing Base Deficiency would exist after payment of such amounts, then the Supplemental Principal Payment Amount (to the extent of cash available to actually make such payment) otherwise payable pursuant to this clause (i10) shall be paid to the Settlement Account for each Series of the sum of Notes then Outstanding, in each case on a pro rata basis; (x9) 0.015% multiplied by the sum of the aggregate principal amount of the Collateral as of the end of the related Calculation Period To each Interest Rate Hedge Provider on a pro rata basis (prorated for based on amounts then due and payable under all Interest Rate Hedge Agreements), all remaining amounts then due and payable under the related Interest Accrual Period on the basis of a 360 day year and the actual number of days elapsed for the related Interest Accrual Period), Rate Hedge Agreement (y) U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter) and (z) the sum of any excess amounts described in clause (x7) and (y) unused for such payments on Interest Payment Dates or Additional Distribution Dates occurring during the prior three calendar quarters (orabove), if a lesser any; (10) To each Settlement Account for each Series of Notes then Outstanding, an amount of time, since the Closing Date) equal to all other amounts then due and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable to the LendersNoteholders of such Series including, but including Lender indemnities) due hereunderwithout limitation, up to a maximum amount under this clause (ii) of U.S.$50,000 on each Interest Payment Dateunpaid additional interest, the Maturity Date fees, increased costs, taxes and each Additional Payment Date (indemnity payments identified in the case of any Additional Payment Date related Series Supplement or the Maturity Daterelated Note Purchase Agreement; (11) To the Trustee, an amount equal to all Trustee Fees and Expenses then due and payable (after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarterclause (1) above); (c12) To the Custodian, an amount equal to pay interest all custodian fees then due in respect of the Advances and any increased costs and commitment fees and unfunded fees payable (after giving effect to the Lenders clause (pro rata based on amounts due3) above); (d13) To the Servicer, an amount equal to pay all other amounts then due and payable to the Servicer (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement after giving effect to clauses (including any applicable premium2) and (ii4) above); and (14) To the Issuer (or its designee), any remaining Available Distribution Amount. (iii) On each Settlement Date, if an Early Amortization Event or Event of Default shall have occurred with respect to any Series then Outstanding (and has not been waived in accordance with the terms hereof), the Trustee will make the following payments from the Available Distribution Amount then on deposit in the Maturity Trust Accounts to the following Persons in the following order of priority; (1) To the Trustee an amount equal to all Trustee Fees and Expenses then due and payable for all Series then Outstanding; (2) To the Servicer an amount equal to the Servicing Fee for such Settlement Date (andplus any Servicing Fee due but not paid to the Servicer on any prior Settlement Date); (3) To the Custodian, any fees and expenses then due and payable pursuant to the Custodian Agreement, plus any such fees and expenses due but not paid on any prior Settlement Date (up to $10,000 in the aggregate per year); (4) If a successor Servicer shall have been appointed, to such successor Servicer an amount in reimbursement of transition costs actually incurred by such successor Servicer (up to $50,000 in the aggregate); (5) To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all scheduled payments and interest thereon (but excluding termination payments thereunder) then due and payable under the related Interest Rate Hedge Agreement and the amount of any arrearages thereof, if any; (6) In payment of the following amounts on a pro rata basis: to each Settlement Account for each Series of Notes then Outstanding, an amount equal to the Interest Payments (including Premiums, if applicable) then due and payable for such Series; (7) To each Settlement Account, any Additional Payment Date) or an Interest Payment Date during a Maturity Date Extension Period, the then unpaid principal balance of the Advances related Notes, on a pro rata basis, until the Advances such amounts are paid in full; (e) prior 8) To each Settlement Account for each Series then Outstanding on a pro rata basis (based on respective amounts then due), an amount equal to all other amounts payable to the end Noteholders of such Series, including, without limitation, unpaid additional interest, fees, increased costs, taxes and indemnity payments identified in the Reinvestment Period, at related Series Supplement or the direction of the Portfolio Manager, to fund the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up to the Unfunded Exposure Amounts in respect of each Currencyrelated Note Purchase Agreement; (f9) First, to pay each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all remaining amounts set forth in then due and payable under the related Interest Rate Hedge Agreement (after giving effect to clause (b5) above not paid due above), if any, and, second, to a subaccount of the Spread Maintenance Account, an amount equal to the limitation set forth therein and in the same order of priorityxxxx-to-market exposure under all Interest Rate Hedge Agreements at such time; (g10) To the Custodian, an amount equal to make any Permitted Distributions or Permitted RIC Distributions all custodian fees then due and payable (using Interest Proceedsafter giving effect to clause (3) directed pursuant above); (11) To the Servicer, an amount equal to this Agreementall other amounts then due and payable to the Servicer (after giving effect to clauses (2) and (4) above); and (h12) To the Issuer (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account as Principal Proceeds and (ii) on the Maturity Date and any Additional Payment Dateor its designee), any remaining amounts to the CompanyAvailable Distribution Amount.

Priority of Payments. (a) On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day designated by the Administrative Agent (with one (1) Agent Business Days’ notice Date prior to the Collateral Agent and the Collateral Administrator; provided that any such notice received after 10:00 a.m. New York City time on any Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) after the occurrence of a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration acceleration of the Secured Obligations as due Notes, from Available Amounts and payable (provided, that any payments may be deferred other amounts on any such date in which the aggregate amount of proceeds available for distribution is less than $10,000) (each date set forth in clauses (y) and (z) above, an “Additional Payment Date”), the Collateral Agent shall distribute all amounts deposit in the Collection Accounts and the Permitted Non-USD Currency Collection Accounts as of the end of the related Calculation Period (orAccount, in the case of an Additional Payment Date, one (1) Agent Business Day immediately preceding such Additional Payment Date) payments shall be made in the following order of priority (the “Priority of Payments”):priority: (ai) to the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 of the Indenture for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the applicable Swap Counterparty any Swap Payments Outgoing in accordance with the applicable Swap Agreement; (iv) to pay Taxes with the same priority and ratably in proportion to the Outstanding Principal Balance of the Company, if Class A Notes and the amount of any Swap Termination Payment due and any filing, registration and annual return fees payable by the Company up Issuer to a maximum amount under this clause the applicable Swap Counterparty: (a1) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes; and (2) to the applicable Swap Counterparty, any Swap Termination Payments payable to the applicable Swap Counterparty upon the termination of U.S.$15,000 the applicable Swap Agreement; provided that if any amounts allocable to the Class A Notes are not needed to pay interest due on each Interest such Class A Notes as of such Payment Date, such amounts will be applied to pay the Maturity Date and each Additional portion, if any, of any Swap Termination Payment Date remaining unpaid; (v) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class B Notes; (vi) to the Note Distribution Account, the Class A Monthly Principal Payable Amount; (vii) to the Note Distribution Account, the Class B Monthly Principal Payable Amount; (viii) to the Note Distribution Account, any Reallocated Principal; (ix) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; and (x) to the Liquidity Account the amount, if any, necessary to cause the balance on deposit in the case Liquidity Account to equal the Specified Liquidity Account Balance; (xi) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 of any Additional Payment Date or the Maturity DateIndenture to the extent not previously reimbursed; and (xii) to the Issuer, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter);remaining balance, if any. (b) On each Payment Date prior to pay an Event of Default and acceleration of the Notes, funds on deposit in the Note Distribution Account shall be paid in the following order of priority: (i) first, amounts due or payable to the Collateral AgentClass A-1 Noteholders, the Collateral Administrator Class A-2 Noteholders, Class A-3 Noteholders, and the Securities Intermediary hereunder and under Class A-4 Noteholders, an amount equal to the Loan Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this clause (i) Monthly Interest Amount Payable in respect of the sum of (x) 0.015% multiplied by the sum of the aggregate principal amount of the Collateral as of the end of the related Calculation Period (prorated Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, and Class A-4 Notes for the related Interest Accrual Period on the basis of a 360 day year and the actual number of days elapsed for the related Interest Accrual Period), (y) U.S.$50,000 on each Interest immediately preceding such Payment Date, the Maturity Date and each Additional Payment Date (in the case of together with any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or that accrued in respect of prior Interest Payment Date occurring in Accrual Periods for which no payment was previously made; provided, that if the same calendar quarter) Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining Available Amounts shall be allocable to the Holders of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and (z) the sum of any excess amounts described in clause (x) and (y) unused for such payments on Interest Payment Dates or Additional Distribution Dates occurring during Class A-4 Notes pro rata based upon the prior three calendar quarters (or, if a lesser aggregate amount of time, since the Closing Date) and interest due to each class; (ii) secondto the Class B Noteholders, any other accrued and unpaid fees and out-of-pocket expenses (other the Monthly Interest Amount Payable in respect of the Class B Notes; provided, that if the Available Amounts remaining to be paid pursuant to this clause are less than the commitment fee and unfunded fees payable full amount required to be so paid, such remaining Available Amounts shall be paid to the Lenders, but including Lender indemnitiesHolders of Class B Notes pro rata based on their respective entitlement pursuant to this clause; (iii) due hereunder, up to a maximum amount under this clause (ii) of U.S.$50,000 on each Interest Payment Datethe Class A-1 Noteholders, the Maturity Date Class A Monthly Principal Payable Amount; (iv) to the Class B Noteholders, the Class B Monthly Principal Payable Amount; and (v) to the Class A-1 Noteholders, the Reallocated Principal and each Additional Payment Date (in 50% of the case Excess Spread Amount, if any, until the Outstanding Principal Balance of any Additional Payment Date or the Maturity Date, after giving effect Class A-1 Notes has been reduced to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter);zero. (c) On any Payment Date prior to an Event of Default and acceleration of the Notes after the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero, notwithstanding clauses (iii) through (v) of Section 8.3(b), payments in respect of principal on the Notes will be paid by transferring funds on deposit in the Note Distribution Account in the following order of priority: (A) To the Class A Noteholders, the Class A Monthly Principal Payable Amount in the following order of priority: (i) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (ii) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; and (iii) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero. (B) To the Class B Noteholders, the Class B Monthly Principal Payable Amount; (C) Any Reallocated Principal will be paid in the following order of priority: (i) to the Class A-2 Noteholders until the Outstanding Principal Balance of the Class A-2 Notes have been reduced to zero; (ii) to the Class A-3 Noteholders until the Outstanding Principal Balance of the Class A-3 Notes have been reduced to zero; and (iii) to the Class A-4 Noteholders until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero. (D) 50% of the Excess Spread Amount will be paid in the following order of priority: (i) to the Class A-2 Noteholders until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (ii) to the Class A-3 Noteholders until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (iii) to the Class A-4 Noteholders until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; and (iv) to the Class B Noteholders. (d) Following an Event of Default and acceleration of the Notes, after the payment to the Servicer of any accrued and unpaid servicing fees and reimbursement of any Servicing Advances, any capital contributions made to the Issuer under the Issuer Variable Funding Certificate and Available Amounts will be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay the Indenture Trustee, for all amounts due under Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to pay the applicable Swap Counterparty any Swap Payments Outgoing; (iv) to pay with the same priority and ratably in proportion to the Outstanding Principal Balance of the Class A Notes and the amount of any Swap Termination Payment due and payable by the Issuer to the applicable Swap Counterparty: (A) the Monthly Interest Amount Payable on each class of Class A Notes during the prior Interest Accrual Period, plus any amount of interest on the Class A Notes that was not paid when due (and, to the extent permitted by law, any interest on that unpaid amount); and (B) any Swap Termination Payments payable to the applicable Swap Counterparty due under the applicable Swap Agreement; provided that if any amounts allocable to the Class A Notes are not needed to pay interest due on such Class A Notes as of such payment date, such amounts will be applied to pay the portion, if any, of any Swap Termination Payment remaining unpaid; (v) to the Class A Noteholders pro rata in respect of principal until the Advances and any increased costs and commitment fees and unfunded fees payable to the Lenders (pro rata based on amounts due);Class A Noteholders are paid in full; and (dvi) to pay (i) on each the Monthly Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) Amount Payable on the Maturity Date Class B Notes during the prior interest period, plus any amount of interest on the Class B Notes that was not paid when due (and, if applicableto the extent permitted by law, any Additional Payment Dateinterest on that unpaid amount) (vii) or an Interest Payment Date during a Maturity Date Extension Period, to the Class B Noteholders in respect of principal of the Advances until the Advances Class B Noteholders are paid in full; (viii) to the Issuer the remaining balance, if any. (e) prior The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such special record date, the end of Issuer shall mail to each Noteholder and the Reinvestment PeriodIndenture Trustee a notice that states the special record date, at the direction of special payment date and the Portfolio Manager, amount to fund the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up to the Unfunded Exposure Amounts in respect of each Currency;be paid. (f) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to pay the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all amounts in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in clause (b) above not paid due to the limitation set forth therein and in the same order of priority;this Section 8.3. (g) All Class B Notes issued under this Indenture shall be in all respects equally and ratably entitled to make any Permitted Distributions the benefits hereof without preference, priority or Permitted RIC Distributions (using Interest Proceeds) directed pursuant to distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement; and (h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account as Principal Proceeds Indenture. Payments of principal and (ii) interest on the Maturity Date and Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any Additional Payment Date, any remaining amounts to the Companykind.

Priority of Payments. On (w) or before each Interest Payment DateDeficiency Claim Date with respect to any Series, (x) the Maturity Date, (y) each Agent Business Day designated by the Administrative Agent (with one (1) Agent Business Days’ notice to the Collateral Agent and will make the following calculations on the basis of information (including, without limitation, the amount of any Deficiency Claim Amount with respect to any Series) received pursuant to Section 4.11 of the applicable Securitization Agreement (or other section referenced in the related Series Supplement), with respect to each such Series from the Servicer thereunder; provided, however, that if the Collateral Administrator; provided that any such Agent receives notice received after 10:00 a.m. New York City time on any Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) after the occurrence from Financial Security of a Market Value Event and (z) each Agent Business Day after the occurrence of an Insurance Agreement Event of Default with respect to any Series, such notice shall be determinative for the purposes of determining the Requisite Amount for such Series: FIRST, determine the amounts to be on deposit in the respective Spread Accounts (taking into account amounts to be deposited into the related Spread Accounts) on the next succeeding Distribution Date which will be available to satisfy any Deficiency Claim Amount. SECOND, determine (i) the amounts, if any, to be distributed from each Spread Account related to each Series with respect to which there exists a Deficiency Claim Amount, and (ii) whether, following distribution from the declaration related Spread Accounts to the respective Trustees for deposit into the respective Collection Account with respect to which there exists a Deficiency Claim Amount, a Deficiency Claim Amount will continue to exist with respect to one or more Series. THIRD, if a Deficiency Claim Amount will continue to exist with respect to one or more Series other than the Series 1997-1 Notes following the distributions from the related Spread Accounts contemplated by paragraph SECOND above, determine the amount, if any, to be distributed to the Trustee with respect to each Series from unrelated Spread Accounts other than the Series 1997-1 Spread Account in respect of such Deficiency Claim Amount(s). This determination shall be made in accordance with the Secured Obligations as due and payable (provided, that any payments may be deferred on any such date in which the aggregate amount of proceeds available for distribution is less than $10,000) (each date priority scheme set forth in clauses (ySection 3.03(b) and (z) above, an “Additional Payment Date”)below. On such Deficiency Claim Date related to a Series, the Collateral Agent shall distribute all amounts deliver a certificate to each Trustee in respect of which the Collection Collateral Agent has received a Deficiency Notice stating the amount, if any, to be distributed to such Trustee on the next Distribution Date in respect of such Deficiency Claim Amount. On each Distribution Date, following the deposit into the respective Spread Accounts and the Permitted Non-USD Currency Collection Accounts as of the end of amounts required to be deposited therein pursuant to the related Calculation Period (orrespective Securitization Agreements and if the Trustee has received a Deficiency Notice with respect to one or more such Series, in or with respect to priority SIXTH below to the case of an Additional Payment Dateextent the amount referred to therein is due and owing, one (1) the Collateral Agent Business Day immediately preceding such Additional Payment Date) shall make the following distributions in the following order of priority: FIRST, if with respect to any Series there exists a Deficiency Claim Amount, from the Spread Account related to such Series, to the Trustee for deposit in the related Collection Account the amount of such Deficiency Claim Amount. SECOND, if with respect to any Series other than the Series 1997-1 Notes there continues to exist a Deficiency Claim Amount after deposit into the Collection Account of amounts distributed pursuant to priority (FIRST of this Section 3.03(b), from amounts, if any, on deposit in each unrelated Spread Account other than the “Priority of Payments”): (a) to pay Taxes Series 1997-1 Spread Account in excess of the Companyrelated Requisite Amount, an amount in the aggregate up to the aggregate of the Deficiency Claim Amounts for all Series other than the Series 1997-1 Notes, for deposit in the respective Collection Accounts pro rata in accordance with the respective Deficiency Claim Amounts. THIRD, if with respect to any Series other than the Series 1997-1 Notes there continues to exist a Deficiency Claim Amount after deposit into the Collection Account of amounts distributed pursuant to priority FIRST and SECOND of this Section 3.03(b), from each unrelated Spread Account other than the Series 1997-1 Spread Account pro rata in accordance with amounts on deposit therein, an amount up to the aggregate of the remaining Deficiency Claim Amounts for all Series other than the Series 1997-1 Notes, to the respective Trustees for deposit in the respective Collection Accounts pro rata in accordance with the respective Deficiency Claim Amounts. FOURTH, if with respect to one or more Series other than the Series 1997-1 Notes there exists a Spread Account Shortfall, from amounts, if any, (1) on deposit in each Spread Account other than the Series 1997-1 Spread Account in excess of the related Requisite Amount or (2) on deposit in any Spread Account other than the Series 1997-1 Spread Account with respect to which the Final Termination Date shall have occurred on such Distribution Date or a prior Distribution Date, an amount in the aggregate up to the aggregate of the Spread Account Shortfalls for all Series other than the Series 1997-1 Notes for deposit into each Spread Account other than the Series 1997-1 Spread Account pro rata in accordance with the respective Spread Account Shortfalls. FIFTH, if with respect to one or more Series, amounts have been withdrawn from the related Spread Account pursuant to priority THIRD of this Section 3.03(b) on such Distribution Date and/or prior Distribution Dates and such amounts have not been redeposited in full into such Spread Account pursuant to this priority FIFTH (such amounts in the aggregate for a Series "Unreimbursed Amounts"), from amounts, if any, (1) on deposit in each Spread Account other than the Series 1997-1 Spread Account in excess of the related Requisite Amount; or (2) on deposit in any Spread Account other than the Series 1997-1 Spread Account with respect to which the Final Termination Date shall have occurred on such Distribution Date or a prior Distribution Date, an amount up to the aggregate of the Unreimbursed Amounts for all such Series for deposit into each Spread Account other than the Series 1997-1 Spread Account with respect to which there exist Unreimbursed Amounts pro rata in accordance with the respective Unreimbursed Amounts. SIXTH, if any and any filing, registration and annual return fees payable by the Company up to a maximum amount under this clause (a) of U.S.$15,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter); (b) to pay (i) first, amounts due or payable are owed to the Collateral AgentTrustee, the Collateral Administrator and the Securities Intermediary hereunder and under the Loan Documents (including fees, Agent or Backup Servicer for reasonable out-of-pocket expenses in connection with the administration of the Trust, including the expenses incurred in the transition to a successor Servicer and indemnitiessuch amounts have not been paid, then from amounts (if any) on deposit in the related Spread Account, an amount up to the amount so owed, to be paid to the Trustee, the Collateral Agent and the Backup Servicer. SEVENTH, any funds in a maximum amount under this clause (i) Spread Account in excess of the sum of (x) 0.015% multiplied by applicable Requisite Amount and any funds in a Spread Account with respect to a Series for which the sum of Final Termination Date shall have occurred after distribution pursuant to priorities FIRST through SIXTH will be released to the aggregate principal amount of the Collateral Reversionary Holders as of the end of provided in the related Calculation Period (prorated for the related Interest Accrual Period on the basis of a 360 day year and the actual number of days elapsed for the related Interest Accrual Period), (y) U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter) and (z) the sum of any excess amounts described in clause (x) and (y) unused for such payments on Interest Payment Dates or Additional Distribution Dates occurring during the prior three calendar quarters Securitization Agreement (or, if a lesser amount of timethe related Securitization Agreement does not so provide, since the Closing Date) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable to the LendersTransferor), but including Lender indemnities) due hereunderin each case, up to a maximum amount under this clause (ii) of U.S.$50,000 on each Interest Payment Date, the Maturity Date free and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter); (c) to pay interest due in respect clear of the Advances and any increased costs and commitment fees and unfunded fees payable to the Lenders (pro rata based on amounts due); (d) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Payment Date) or an Interest Payment Date during a Maturity Date Extension Period, principal of the Advances until the Advances are paid in full; (e) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up to the Unfunded Exposure Amounts in respect of each Currency; (f) to pay all amounts set forth in clause (b) above not paid due to the limitation set forth therein and in the same order of priority; (g) to make any Permitted Distributions or Permitted RIC Distributions (using Interest Proceeds) directed pursuant to this Agreement; and (h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account as Principal Proceeds and (ii) on the Maturity Date and any Additional Payment Date, any remaining amounts to the CompanyLien established hereunder.

Priority of Payments. On Notwithstanding anything to the contrary in the Indenture, on each Payment Date for the Series 2004-1 Bonds, the Indenture Trustee shall apply all amounts on deposit in the Collection Account for the Series 2004-1 Bonds, including all net earnings thereon, to pay the following amounts, in accordance with the Servicer's Certificate, in the following priority: (wi) all amounts owed by the Issuer to the Indenture Trustee (including reasonable attorney's fees and expenses), allocated among all Series of Bonds Outstanding as the Indenture Trustee determines appropriate, shall be paid to the Indenture Trustee (subject to Section 6.07 of the Indenture) and all amounts owed to the Independent Managers in connection with their acting as managers under the LLC Agreement, allocated on a pro rata basis among all Series of Bonds Outstanding based on the Outstanding principal amount of each Interest Payment DateSeries, shall be paid to the Independent Managers, as appropriate, in an amount not to exceed $30,000 annually for all Series of Bonds Outstanding; (xii) the Maturity DateServicing Fee, which will be the lesser of (ya) each Agent Business Day designated $400,000 or (b) $644, 888.50 minus the annualized servicing fees payable in respect of the series 2003-1 bonds, and any unpaid Servicing Fees for prior Payment Dates shall be paid to the Servicer; (iii) so long as no Default or Event of Default shall have occurred and be continuing with respect to the Series 2004-1 Bonds or would result from such payment, all other fees, expenses and indemnity amounts, including the Administrator's fees shall be paid to the Persons entitled thereto or, if such have been previously paid by the Administrative Agent (with one (1) Agent Business Days’ notice Issuer, to the Collateral Agent and the Collateral AdministratorIssuer in reimbursement thereof, allocated among all Series of Bonds Outstanding; provided that any such notice received after 10:00 a.m. New York City time on any Agent Business Day shall be deemed the amounts paid pursuant to have been received on the immediately succeeding Agent Business Day) after the occurrence of a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable (provided, that any payments may be deferred on any such date in which the aggregate amount of proceeds available for distribution is less than $10,000) (each date set forth in clauses (y) and (z) above, an “Additional Payment Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts and the Permitted Non-USD Currency Collection Accounts as of the end of the related Calculation Period (or, in the case of an Additional Payment Date, one (1) Agent Business Day immediately preceding such Additional Payment Date) in the following order of priority (the “Priority of Payments”): (a) to pay Taxes of the Company, if any and any filing, registration and annual return fees payable by the Company up to a maximum amount under this clause (aiii) in any calendar year shall not exceed $185,000 for all Series of U.S.$15,000 on each Interest Payment DateBonds Outstanding, less the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter); (b) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and paid under the Loan Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this clause (i) above; (iv) any overdue Periodic Interest (together with, to the extent lawful, interest on such overdue Periodic Interest at the applicable Bond Interest Rate) with respect to the Series 2004-1 Bonds shall be paid to the Holders of the sum of (x) 0.015% multiplied by the sum Series 2004-1 Bonds on a pro-rata basis among all classes of the aggregate principal amount of the Collateral as of the end of the related Calculation Period Series 2004-1 Bonds then Outstanding; (prorated v) Periodic Interest for the related Interest Accrual Period on the basis of a 360 day year and the actual number of days elapsed for the related Interest Accrual Period), (y) U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional such Payment Date (in with respect to the case of Series 2004-1 Bonds and any Additional amounts due on such Payment Date to the counterparty or the Maturity Date, after giving effect to all payments of such amounts on counterparties under any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter) and (z) the sum of any excess amounts described in clause (x) and (y) unused for such payments on Interest Payment Dates or Additional Distribution Dates occurring during the prior three calendar quarters (or, if a lesser amount of time, since the Closing Date) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses Swap Agreement (other than the commitment fee and unfunded fees payable any termination Swap Payment), shall be paid to the Lenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (ii) of U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter); (c) to pay interest due in respect Holders of the Advances Series 2004-1 Bonds and the counterparty or counterparties, respectively, on a pro-rata basis among all classes of the Series 2004-1 Bonds then Outstanding and any increased costs and commitment fees and unfunded fees payable to the Lenders (pro rata based on amounts due)Swap Agreement then in effect; (d) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Payment Date) or an Interest Payment Date during a Maturity Date Extension Period, principal of the Advances until the Advances are paid in full; (e) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up to the Unfunded Exposure Amounts in respect of each Currency; (f) to pay all amounts set forth in clause (b) above not paid due to the limitation set forth therein and in the same order of priority; (g) to make any Permitted Distributions or Permitted RIC Distributions (using Interest Proceeds) directed pursuant to this Agreement; and (h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account as Principal Proceeds and (ii) on the Maturity Date and any Additional Payment Date, any remaining amounts to the Company.

Priority of Payments. On each Business Day, the Trustee, based on the Daily Servicer Report, shall distribute funds on deposit in the Collection Account to the Persons and in the order of priority set forth in clause (wi) below. On each Interest Payment Settlement Date, (x) the Maturity DateTrustee, (y) each Agent Business Day designated by based on the Administrative Agent (with one (1) Agent Business Days’ notice Monthly Servicer Report, shall distribute funds from the Collection Account in an amount equal to the Collateral Agent Available Distribution Amount to the Persons and in the Collateral Administrator; provided that any such notice received after 10:00 a.m. New York City time on any Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) after the occurrence order of a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable (provided, that any payments may be deferred on any such date in which the aggregate amount of proceeds available for distribution is less than $10,000) (each date priority set forth in clauses (yii) and (ziii): (i) above, On each Business Day prior to the occurrence of an “Additional Payment Date”)Early Amortization Event or an Event of Default, the Collateral Agent shall distribute all Trustee will make the following allocations with respect to amounts then on deposit in the Collection Accounts and the Permitted Non-USD Currency Collection Accounts as of the end of the related Calculation Period (or, in the case of an Additional Payment Date, one (1) Agent Business Day immediately preceding such Additional Payment Date) Account in the following order of priority (the “Priority of Payments”):priority: (a1) to pay Taxes of the Company, if any and any filing, registration and annual return fees payable by the Company up to a maximum amount under this clause (a) of U.S.$15,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (To set aside in the case of any Additional Payment Date or Collection Account an amount equal to the Maturity Accrued Facility Costs for further transfer on the next Settlement Date; (2) To the Spread Maintenance Account, until the amount (after giving effect to all payments distributions to be made on such Settlement Date) equals the Spread Maintenance Reserve Required Amount; (3) To the Settlement Account for each Series of Warehouse Notes specified by the Servicer in reduction of the principal amount outstanding thereunder in such amounts as specified by the Servicer; and (4) To the applicable Seller, an amount equal to the unpaid purchase price payable to the Seller under the Purchase Agreement; (5) Any remaining amounts shall be retained in the Collection Account for further distribution in accordance with this Section 5.4(c). (ii) On each Settlement Date, if neither an Early Amortization Event nor an Event of Default shall have occurred (or has been waived in accordance with the terms hereof), the Trustee will make the following payments from the Available Distribution Amount then on deposit in the Collection Account to the following Persons in the following order of priority: (1) To the Trustee, an amount equal to all Trustee Fees and Expenses then due and payable for all Series then Outstanding, plus any Trustee Fees and Expenses due but not paid on any other Additional Payment prior Settlement Date or Interest Payment Date occurring (up to $50,000 in the same calendar quarteraggregate per year); (b2) To the Servicer an amount equal to pay the Servicing Fee for such Settlement Date (iplus any Servicing Fee due but not paid to the Servicer on any prior Settlement Date); (3) firstTo the Custodian, amounts any fees and expenses then due or and payable to the Collateral AgentCustodian pursuant to the Custodian Agreement, plus any such fees and expenses due but not paid on any prior Settlement Date (up to $10,000 in the Collateral Administrator aggregate per year); (4) If a successor Servicer shall have been appointed, to such successor Servicer an amount in reimbursement of transition costs actually incurred by such successor Servicer (up to $50,000 in the aggregate); (5) To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all scheduled payments and interest thereon (but excluding termination payments thereunder) then due and payable under the related Interest Rate Hedge Agreement and the Securities Intermediary hereunder and under amount of any arrearages thereof, if any; (6) In payment of the Loan Documents following amounts on a pro rata basis: to each Settlement Account for each Series of Notes then Outstanding, an amount equal to the Interest Payments (including feesPremiums, out-of-pocket expenses if applicable) then due and indemnitiespayable for such Series; (7) up To the Settlement Account for each Series of Notes then Outstanding, an amount equal to the Scheduled Principal Payment Amounts then due and payable for such Series; (8) First, to the Settlement Account for each Series of Warehouse Notes then Outstanding (until all Warehouse Notes are paid in full), an amount equal to the Supplemental Principal Payment Amount then due and payable for such Series, on a maximum pro rata basis, and then to the Settlement Account for each other Series of Notes then Outstanding, an amount under equal to the Supplemental Principal Payment Amount then due and payable for such Series, on a pro rata basis; provided that if a Borrowing Base Deficiency would exist after payment of such amounts, then the Supplemental Principal Payment Amount (to the extent of cash available to actually make such payment) otherwise payable pursuant to this clause (i10) shall be paid to the Settlement Account for each Series of the sum of Notes then Outstanding, in each case on a pro rata basis; (x9) 0.015% multiplied by the sum of the aggregate principal amount of the Collateral as of the end of the related Calculation Period To each Interest Rate Hedge Provider on a pro rata basis (prorated for based on amounts then due and payable under all Interest Rate Hedge Agreements), all remaining amounts then due and payable under the related Interest Accrual Period on the basis of a 360 day year and the actual number of days elapsed for the related Interest Accrual Period), Rate Hedge Agreement (y) U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter) and (z) the sum of any excess amounts described in clause (x7) and (y) unused for such payments on Interest Payment Dates or Additional Distribution Dates occurring during the prior three calendar quarters (orabove), if a lesser any; (10) To each Settlement Account for each Series of Notes then Outstanding, an amount of time, since the Closing Date) equal to all other amounts then due and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable to the LendersNoteholders of such Series including, but including Lender indemnities) due hereunderwithout limitation, up to a maximum amount under this clause (ii) of U.S.$50,000 on each Interest Payment Dateunpaid additional interest, the Maturity Date fees, increased costs, taxes and each Additional Payment Date (indemnity payments identified in the case of any Additional Payment Date related Series Supplement or the Maturity Daterelated Note Purchase Agreement; (11) To the Trustee, an amount equal to all Trustee Fees and Expenses then due and payable (after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarterclause (1) above); (c12) To the Custodian, an amount equal to pay interest all custodian fees then due in respect of the Advances and any increased costs and commitment fees and unfunded fees payable (after giving effect to the Lenders clause (pro rata based on amounts due3) above); (d13) To the Servicer, an amount equal to pay all other amounts then due and payable to the Servicer (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement after giving effect to clauses (including any applicable premium2) and (ii4) above); and (14) To the Issuer (or its designee), any remaining Available Distribution Amount. (iii) On each Settlement Date, if an Early Amortization Event or Event of Default shall have occurred with respect to any Series then Outstanding (and has not been waived in accordance with the terms hereof), the Trustee will make the following payments from the Available Distribution Amount then on deposit in the Maturity Trust Accounts to the following Persons in the following order of priority; (1) To the Trustee an amount equal to all Trustee Fees and Expenses then due and payable for all Series then Outstanding; (2) To the Servicer an amount equal to the Servicing Fee for such Settlement Date (andplus any Servicing Fee due but not paid to the Servicer on any prior Settlement Date); (3) To the Custodian, any fees and expenses then due and payable pursuant to the Custodian Agreement, plus any such fees and expenses due but not paid on any prior Settlement Date (up to $10,000 in the aggregate per year); (4) If a successor Servicer shall have been appointed, to such successor Servicer an amount in reimbursement of transition costs actually incurred by such successor Servicer (up to $50,000 in the aggregate); (5) To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all scheduled payments and interest thereon (but excluding termination payments thereunder) then due and payable under the related Interest Rate Hedge Agreement and the amount of any arrearages thereof, if any; (6) In payment of the following amounts on a pro rata basis: to each Settlement Account for each Series of Notes then Outstanding, an amount equal to the Interest Payments (including Premiums, if applicable) then due and payable for such Series; (7) To each Settlement Account, any Additional Payment Date) or an Interest Payment Date during a Maturity Date Extension Period, the then unpaid principal balance of the Advances related Notes, on a pro rata basis, until the Advances such amounts are paid in full; (e) prior 8) To each Settlement Account for each Series then Outstanding on a pro rata basis (based on respective amounts then due), an amount equal to all other amounts payable to the end Noteholders of such Series, including, without limitation, unpaid additional interest, fees, increased costs, taxes and indemnity payments identified in the Reinvestment Period, at related Series Supplement or the direction of the Portfolio Manager, to fund the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up to the Unfunded Exposure Amounts in respect of each Currencyrelated Note Purchase Agreement; (f9) To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all remaining amounts then due and payable under the related Interest Rate Hedge Agreement (after giving effect to pay all amounts set forth in clause (b5) above not paid due to the limitation set forth therein and in the same order of priorityabove), if any; (g10) To the Custodian, an amount equal to make any Permitted Distributions or Permitted RIC Distributions all custodian fees then due and payable (using Interest Proceedsafter giving effect to clause (3) directed pursuant above); (11) To the Servicer, an amount equal to this Agreementall other amounts then due and payable to the Servicer (after giving effect to clauses (2) and (4) above); and (h12) To the Issuer (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account as Principal Proceeds and (ii) on the Maturity Date and any Additional Payment Dateor its designee), any remaining amounts to the CompanyAvailable Distribution Amount.

Priority of Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day designated by the Administrative Agent (Available Funds will be distributed in accordance with one (1) Agent Business Days’ notice to the Collateral Agent and the Collateral Administrator; provided that any such notice received after 10:00 a.m. New York City time on any Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) after the occurrence of a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable (provided, that any payments may be deferred on any such date in which the aggregate amount of proceeds available for distribution is less than $10,000) (each date set forth in clauses (y) and (z) above, an “Additional Payment Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts and the Permitted Non-USD Currency Collection Accounts as of the end of the related Calculation Period (or, in the case of an Additional Payment Date, one (1) Agent Business Day immediately preceding such Additional Payment Date) in the following order of priority payment priorities (collectively, the “Priority of Payments”): (a) If the Closing Date occurs, on the Final Settlement Date, in the following order of priority: (i) to pay Taxes the payment of the Company(x) fees, if any costs and any filing, registration and annual return fees expenses payable by the Company up Issuer to the Warehouse Collateral Administrator or the Trustee and (y) any indemnities payable by the Issuer under this Agreement or the Warehouse Collateral Administration Agreement; provided that the sum of the amounts payable pursuant to this clause (y) shall not exceed $150,000; (ii) to the Senior Noteholders, the Senior Note Interest due and payable on the Senior Note(s); (iii) to the Senior Noteholders, the Outstanding Senior Note Amount as the redemption price of the Senior Note(s); (iv) to the payment of any amounts payable by the Issuer under this Agreement or the Warehouse Collateral Administration Agreement not paid pursuant to clause (i) above as a maximum amount result of the limitation set forth therein; (v) to each of the Junior Noteholders, pro rata based on the Outstanding Junior Note Amount of its Junior Notes to the extent of amounts available under this clause (a) of U.S.$15,000 on each Interest Payment Datev), the Maturity Positive Carry due and payable to the Junior Notes; (vi) to each of the Junior Noteholders, pro rata and pari passu based on the Outstanding Junior Note Amount of its Junior Notes, the aggregate Outstanding Junior Note Amount as the redemption price of the Junior Notes; and (vii) subject to Section 4.2, all remaining Available Funds will be retained by the Issuer. For the avoidance of doubt, if the Closing Date occurs, organizational expenses, fees and each Additional Payment Date expenses (including indemnification payments) payable by the Issuer under this Agreement or the Warehouse Collateral Administration Agreement and any other expenses of the Issuer will be paid from the proceeds of the CLO Securities, or in the case of any Additional Payment Date or indemnification payments that become payable after the Maturity Closing Date, after giving effect to all payments under the terms of such amounts the indenture entered into by the Issuer on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter);Closing Date. Any Net Trading Losses shall be for the account of the Issuer. (b) to pay If a Liquidation Event occurs, on the Final Settlement Date, in the following order of priority: (i) first, amounts due or payable except to the Collateral Agent, extent paid by the Collateral Administrator and Arranger or the Securities Intermediary hereunder and Portfolio Manager under the Loan Documents (including feesEngagement Letter, out-of-pocket expenses and indemnities) up to a maximum amount under this clause (i) of the sum of (x) 0.015% multiplied by the sum of the aggregate principal amount of the Collateral as of the end of the related Calculation Period (prorated for the related Interest Accrual Period on the basis of a 360 day year and the actual number of days elapsed for the related Interest Accrual Period), (y) U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case payment of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter) and (z) the sum of any excess amounts described in clause (x) and (y) unused for such payments on Interest Payment Dates or Additional Distribution Dates occurring during the prior three calendar quarters (or, if a lesser amount of time, since the Closing Date) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses of the Warehouse Collateral Administrator under the Warehouse Collateral Administration Agreement and the Trustee (including all costs of liquidation and any indemnification payments due and payable by the Issuer to the Warehouse Collateral Administrator and the Trustee); (ii) to the Senior Noteholders, the Senior Note Interest due and payable on the Senior Note(s); (iii) to the Senior Noteholders, the Outstanding Senior Note Amount as the redemption price of the Senior Note(s); (iv) except to the extent paid under the Engagement Letter and if not paid pursuant to clause (i) above, to the payment of any costs and expenses (other than including indemnity amounts) of the commitment fee Issuer relating to this Agreement or the Warehouse Collateral Administration Agreement; (v) to each of the Junior Noteholders, pro rata and unfunded fees payable pari passu based on the Outstanding Junior Note Amount of its Junior Notes to the Lenders, but including Lender indemnities) due hereunder, up to a maximum amount extent of amounts available under this clause (ii) of U.S.$50,000 on each Interest Payment Datev), the Maturity Date Positive Carry due and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter); (c) to pay interest due in respect of the Advances and any increased costs and commitment fees and unfunded fees payable to the Lenders (pro rata based on amounts due); (d) to pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Payment Date) or an Interest Payment Date during a Maturity Date Extension Period, principal of the Advances until the Advances are paid in full; (e) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up to the Unfunded Exposure Amounts in respect of each Currency; (f) to pay all amounts set forth in clause (b) above not paid due to the limitation set forth therein and in the same order of priority; (g) to make any Permitted Distributions or Permitted RIC Distributions (using Interest Proceeds) directed pursuant to this AgreementJunior Notes; and (hvi) (i) on any Interest Payment Dateto each of the Junior Noteholders, to deposit any remaining amounts in the Principal Collection Account as Principal Proceeds pro rata and (ii) pari passu based on the Maturity Date and any Additional Payment DateOutstanding Junior Note Amount of its Junior Notes, any all remaining amounts to the CompanyAvailable Funds.

Priority of Payments. (a) On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day designated by the Administrative Agent (with one (1) Agent Business Days’ notice Date prior to the Collateral Agent and the Collateral Administrator; provided that any such notice received after 10:00 a.m. New York City time on any Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) after the occurrence of a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration acceleration of the Secured Obligations as Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fees and reimbursement of any Servicing Advances, from any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts, payments shall be made in the following order of priority: (i) to the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 of the Indenture for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Swap Counterparty any Swap Payments Outgoing in accordance with the Swap Agreement; (iv) to pay with the same priority and ratably in proportion to the Outstanding Principal Balance of the Class A Notes and the amount of any Swap Termination Payment due and payable by the Issuer to the Swap Counterparty: (provided1) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes; and (2) to the Swap Counterparty, any Swap Termination Payments payable to the Swap Counterparty upon the termination of the Swap Agreement; provided that if any payments may amounts allocable to the Class A Notes are not needed to pay interest due on such Class A Notes as of such Payment Date, such amounts will be deferred applied to pay the portion, if any, of any Swap Termination Payment remaining unpaid; (v) to the Note Distribution Account, the Monthly Interest Amount Payable on any such date the Class B Notes; (vi) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class C Notes; (vii) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount by which the aggregate amount Note Balance of proceeds available for distribution is less than $10,000all the Notes then outstanding exceeds the excess of (x) (each date set forth in clauses (y) and (z) above, an “Additional Payment Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts and the Permitted Non-USD Currency Collection Accounts as of Pool Balance at the end of the related Calculation Collection Period over (ory) the Overcollateralization Amount; (viii) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; (ix) to the Reserve Account, the amount, if any, required to be deposited in the case Reserve Account pursuant to Section 8.4(c); (x) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 of the Indenture to the extent not previously reimbursed; and (xi) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Additional Payment DateEvent of Default and acceleration of the Notes, one (1) Agent Business Day immediately preceding such Additional Payment Date) funds on deposit in the Note Distribution Account shall be paid in the following order of priority (the “Priority of Payments”):priority: (a) to pay Taxes of the Company, if any and any filing, registration and annual return fees payable by the Company up to a maximum amount under this clause (a) of U.S.$15,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter); (b) to pay (i) first, amounts due or payable to the Collateral AgentClass A-1 Noteholders, the Collateral Administrator Class A-2 Noteholders, Class A-3a Noteholders and the Securities Intermediary hereunder and under the Loan Documents (including fees, outClass-of-pocket expenses and indemnities) up to a maximum amount under this clause (i) of the sum of (x) 0.015% multiplied by the sum of the aggregate principal amount of the Collateral as of the end of the related Calculation Period (prorated for the related Interest Accrual Period on the basis of a 360 day year and the actual number of days elapsed for the related Interest Accrual Period), (y) U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter) and (z) the sum of any excess amounts described in clause (x) and (y) unused for such payments on Interest Payment Dates or Additional Distribution Dates occurring during the prior three calendar quarters (or, if a lesser amount of time, since the Closing Date) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable to the Lenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (ii) of U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter); (c) to pay interest due in respect of the Advances and any increased costs and commitment fees and unfunded fees payable to the Lenders A3b Noteholders (pro rata based on the Outstanding Principal Balances of the Class A-3a Notes and the Class A-3b Notes), and the Class A-4 Noteholders, an amount equal to the Monthly Interest Amount Payable in respect of the Class A-1 Notes, Class A-2 Notes, Class A-3a Notes, Class A-3b Notes, and Class A-4 Notes for the Interest Accrual Period immediately preceding such Payment Date, together with any such amounts due)that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if the Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining Available Amounts shall be allocable to the Holders of the Class A-1 Notes, Class A-2 Notes, Class A-3a Notes, Class A-3b Notes and the Class A-4 Notes pro rata based upon the aggregate amount of interest due to each class; (dii) to the Class B Noteholders, the Monthly Interest Amount Payable in respect of the Class B Notes; provided, that if the Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining Available Amounts shall be paid to the Holders of Class B Notes pro rata based on their respective entitlement pursuant to this clause; (iii) to the Class C Noteholders, the Monthly Interest Amount Payable in respect of the Class C Notes; provided, that if the Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining Available Amounts shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause; (iv) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (v) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (vi) to the Class A-3a Noteholders and the Class A-3b Noteholders (pro rata based on the Outstanding Principal Balances of the Class A-3a Notes and the Class A-3b Notes), until the Outstanding Principal Balances of the Class A-3a Notes and the Class A-3b Notes have been reduced to zero; (vii) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (viii) to the Class B Noteholders until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; and (ix) to the Class C Noteholders until the Outstanding Principal Balance of the Class C Notes has been reduced to zero. (c) Following an Event of Default and acceleration of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fees and reimbursement of any Servicing Advances, any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts will be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay (i) on each Interest Payment Datethe Indenture Trustee, for all prepayments of the Advances permitted or required amounts due under this Agreement (including any applicable premium) and Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to pay the Swap Counterparty any Swap Payments Outgoing; (iv) to pay with the same priority and ratably in proportion to the Outstanding Principal Balance of the Class A Notes and the amount of any Swap Termination Payment due and payable by the Issuer to the Swap Counterparty: (A) the Monthly Interest Amount Payable on each class of Class A Notes during the prior Interest Accrual Period, plus any amount of interest on the Maturity Date Class A Notes that was not paid when due (and, if applicableto the extent permitted by law, any Additional interest on that unpaid amount); and (B) any Swap Termination Payments payable to the Swap Counterparty due under the Swap Agreement; provided that if any amounts allocable to the Class A Notes are not needed to pay interest due on such Class A Notes as of such payment date, such amounts will be applied to pay the portion, if any, of any Swap Termination Payment Dateremaining unpaid; (v) or an Interest Payment Date during a Maturity Date Extension Period, to the Class A Noteholders pro rata in respect of principal of the Advances until the Advances Class A Noteholders are paid in full; (evi) to pay the Monthly Interest Amount Payable on the Class B Notes during the prior interest period, plus any amount of interest on the Class B Notes that was not paid when due (and, to the end of the Reinvestment Periodextent permitted by law, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up any interest on that unpaid amount); (vii) to the Unfunded Exposure Amounts Class B Noteholders in respect of principal until the Class B Noteholders are paid in full; (viii) to pay the Monthly Interest Amount Payable on the Class C Notes during the prior interest period, plus any amount of interest on the Class C Notes that was not paid when due (and, to the extent permitted by law, any interest on that unpaid amount); (ix) to the Class C Noteholders in respect of principal until the Class C Noteholders are paid in full; and (x) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such special record date, the Issuer shall mail to each Currency;Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (f) to pay All Class B Notes issued under this Indenture shall be in all amounts set forth in clause (b) above not paid due respects equally and ratably entitled to the limitation set forth therein benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the same order terms and provisions of priority;this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kind. (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to make any Permitted Distributions the benefits hereof without preference, priority or Permitted RIC Distributions (using Interest Proceeds) directed pursuant to distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement; and (h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account as Principal Proceeds Indenture. Payments of principal and (ii) interest on the Maturity Date and Class C Notes shall be made pro rata among all Outstanding Class C Notes, without preference or priority of any Additional Payment Date, any remaining amounts to the Companykind.

Priority of Payments. (a) On (w) each Interest Payment Date, (x) the Maturity Date, (y) each Agent Business Day designated by the Administrative Agent (with one (1) Agent Business Days’ notice Date prior to the Collateral Agent and the Collateral Administrator; provided that any such notice received after 10:00 a.m. New York City time on any Agent Business Day shall be deemed to have been received on the immediately succeeding Agent Business Day) after the occurrence of a Market Value Event and (z) each Agent Business Day after the occurrence of an Event of Default and the declaration acceleration of the Secured Obligations as Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fees and reimbursement of any Servicing Advances, from any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts, payments shall be made in the following order of priority: (i) to the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 of the Indenture for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the Swap Counterparty any Swap Payments Outgoing in accordance with the Swap Agreement; (iv) to pay with the same priority and ratably in proportion to the Outstanding Principal Balance of the Class A Notes and the amount of any Swap Termination Payment due and payable by the Issuer to the Swap Counterparty: (provided1) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes; and (2) to the Swap Counterparty, any Swap Termination Payments payable to the Swap Counterparty upon the termination of the Swap Agreement; provided that if any payments may amounts allocable to the Class A Notes are not needed to pay interest due on such Class A Notes as of such Payment Date, such amounts will be deferred applied to pay the portion, if any, of any Swap Termination Payment remaining unpaid; (v) to the Note Distribution Account, the Monthly Interest Amount Payable on any such date the Class B Notes; (vi) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class C Notes; (vii) to the Note Distribution Account, principal payable on the Notes in an amount equal to the amount by which the aggregate amount Note Balance of proceeds available for distribution is less than $10,000all the Notes then outstanding exceeds the excess of (x) (each date set forth in clauses (y) and (z) above, an “Additional Payment Date”), the Collateral Agent shall distribute all amounts in the Collection Accounts and the Permitted Non-USD Currency Collection Accounts as of Pool Balance at the end of the related Calculation Collection Period over (ory) the Overcollateralization Amount; (viii) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; (ix) to the Reserve Account, the amount, if any, required to be deposited in the case Reserve Account pursuant to Section 8.4(c); (x) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 of the Indenture to the extent not previously reimbursed; and (xi) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Additional Payment DateEvent of Default and acceleration of the Notes, one (1) Agent Business Day immediately preceding such Additional Payment Date) funds on deposit in the Note Distribution Account shall be paid in the following order of priority (the “Priority of Payments”):priority: (a) to pay Taxes of the Company, if any and any filing, registration and annual return fees payable by the Company up to a maximum amount under this clause (a) of U.S.$15,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter); (b) to pay (i) first, amounts due or payable to the Collateral AgentClass A-1 Noteholders, the Collateral Administrator Class A-2a Noteholders, Class A-2b Noteholders, Class A-3a Noteholders, Class A-3b Noteholders and the Securities Intermediary hereunder and under the Loan Documents (including feesClass A-4 Noteholders, out-of-pocket expenses and indemnities) up to a maximum an amount under this clause (i) of the sum of (x) 0.015% multiplied by the sum of the aggregate principal amount of the Collateral as of the end of the related Calculation Period (prorated for the related Interest Accrual Period on the basis of a 360 day year and the actual number of days elapsed for the related Interest Accrual Period), (y) U.S.$50,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter) and (z) the sum of any excess amounts described in clause (x) and (y) unused for such payments on Interest Payment Dates or Additional Distribution Dates occurring during the prior three calendar quarters (or, if a lesser amount of time, since the Closing Date) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the commitment fee and unfunded fees payable equal to the Lenders, but including Lender indemnities) due hereunder, up to a maximum amount under this clause (ii) of U.S.$50,000 on each Monthly Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in the same calendar quarter); (c) to pay interest due Amount Payable in respect of the Advances Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A3a Notes, Class A-3b Notes and Class A-4 Notes for the Interest Accrual Period immediately preceding such Payment Date, together with any increased costs and commitment fees and unfunded fees payable such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if the Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining Available Amounts shall be allocable to the Lenders Holders of the Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A3a Notes, Class A-3b Notes (ii) to the Class B Noteholders, the Monthly Interest Amount Payable in respect of the Class B Notes; provided, that if the Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining Available Amounts shall be paid to the Holders of Class B Notes pro rata based on their respective entitlement pursuant to this clause; (iii) to the Class C Noteholders, the Monthly Interest Amount Payable in respect of the Class C Notes; provided, that if the Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining Available Amounts shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement pursuant to this clause; (iv) to the Class A-1 Noteholders, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero; (v) to the Class A-2a Noteholders and the Class A-2b Noteholders (pro rata based on amounts duethe Outstanding Principal Balances of the Class A-2a Notes and the Class A-2b Notes), until the Outstanding Principal Balances of the Class A-2a Notes and the Class A-2b Notes have been reduced to zero; (dvi) to the Class A-3a Noteholders and the Class A-3b Noteholders (pro rata based on the Outstanding Principal Balances of the Class A-3a Notes and the Class A-3b Notes), until the Outstanding Principal Balances of the Class A-3a Notes and the Class A-3b Notes have been reduced to zero; (vii) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; (viii) to the Class B Noteholders until the Outstanding Principal Balance of the Class B Notes has been reduced to zero; and (ix) to the Class C Noteholders until the Outstanding Principal Balance of the Class C Notes has been reduced to zero. (c) Following an Event of Default and acceleration of the Notes, after the payment to the Servicer of any accrued and unpaid Servicing Fees and reimbursement of any Servicing Advances, any amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts will be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: (i) to pay (i) on each Interest Payment Datethe Indenture Trustee, for all prepayments of the Advances permitted or required amounts due under this Agreement (including any applicable premium) and Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to pay the Swap Counterparty any Swap Payments Outgoing; (iv) to pay with the same priority and ratably in proportion to the Outstanding Principal Balance of the Class A Notes and the amount of any Swap Termination Payment due and payable by the Issuer to the Swap Counterparty: (A) the Monthly Interest Amount Payable on each class of Class A Notes during the prior Interest Accrual Period, plus any amount of interest on the Maturity Date Class A Notes that was not paid when due (and, if applicableto the extent permitted by law, any Additional interest on that unpaid amount); and (B) any Swap Termination Payments payable to the Swap Counterparty due under the Swap Agreement; provided that if any amounts allocable to the Class A Notes are not needed to pay interest due on such Class A Notes as of such payment date, such amounts will be applied to pay the portion, if any, of any Swap Termination Payment Dateremaining unpaid; (v) or an Interest Payment Date during a Maturity Date Extension Period, to the Class A Noteholders pro rata in respect of principal of the Advances until the Advances Class A Noteholders are paid in full; (evi) to pay the Monthly Interest Amount Payable on the Class B Notes during the prior interest period, plus any amount of interest on the Class B Notes that was not paid when due (and, to the end of the Reinvestment Periodextent permitted by law, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account and each applicable Permitted Non-USD Currency Unfunded Exposure Account up any interest on that unpaid amount); (vii) to the Unfunded Exposure Amounts Class B Noteholders in respect of principal until the Class B Noteholders are paid in full; (viii) to pay the Monthly Interest Amount Payable on the Class C Notes during the prior interest period, plus any amount of interest on the Class C Notes that was not paid when due (and, to the extent permitted by law, any interest on that unpaid amount); (ix) to the Class C Noteholders in respect of principal until the Class C Noteholders are paid in full; and (x) to the Issuer the remaining balance, if any. (d) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such special record date, the Issuer shall mail to each Currency;Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (f) to pay All Class B Notes issued under this Indenture shall be in all amounts set forth in clause (b) above not paid due respects equally and ratably entitled to the limitation set forth therein benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the same order terms and provisions of priority;this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kind. (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably entitled to make any Permitted Distributions the benefits hereof without preference, priority or Permitted RIC Distributions (using Interest Proceeds) directed pursuant to distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement; and (h) (i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account as Principal Proceeds Indenture. Payments of principal and (ii) interest on the Maturity Date and Class C Notes shall be made pro rata among all Outstanding Class C Notes, without preference or priority of any Additional Payment Date, any remaining amounts to the Companykind.