Common use of Settlement Procedures During the Amortization Period Clause in Contracts

Settlement Procedures During the Amortization Period. (a) On each Payment Date during an Amortization Period (whether prior to or following the Revolving Period), the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Report to the following Persons, (i) from the Collection Account, to the extent of Available Funds, and (ii) from Servicer Advances received with respect to the immediately preceding Collection Period, the following amounts in the following order of priority: (1) pro rata to each Hedge Counterparty, any amounts, (including any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transaction in an amount not to exceed $250,000 in the aggregate for all Hedging Agreements), owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; (2) to the Servicer, in an amount equal to any unreimbursed Servicer Advances, for the payment thereof; (3) to the Servicer, in an amount equal to any accrued and unpaid Servicing Fees to the end of the preceding Collection Period, for the payment thereof; (4) to the extent not paid for by the Originator, pro rata to the Backup Servicer and the Collateral Custodian, in an amount equal to any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenses, for the payment thereof; (5) to the Administrative Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each Purchaser, in an amount equal to any accrued and unpaid Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (6) to the Administrative Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each Purchaser, in an amount necessary to reduce the Advances Outstanding and all other Aggregate Unpaids to zero, for the payment thereof; (7) pro rata to each Hedge Counterparty, any Hedge Breakage Costs and payments due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement to the extent not reimbursed pursuant to clause (1) above, for the payment thereof; (8) to the Administrative Agent, the applicable Purchasers, the Backup Servicer, the Collateral Custodian, the Affected Parties, the Indemnified Parties or the Secured Parties, pro rata in accordance with the amount owed to such Person under this clause (8), all other amounts, including Increased Costs but other than Advances Outstanding, then due under this Agreement, for the payment thereof; and (9) any remaining amount shall be distributed to the Seller.

Settlement Procedures During the Amortization Period. (a) On each Payment Date during an the Amortization Period (whether prior to or following the Revolving Period), the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Report to the following Persons, (i) from the Collection Account, to the extent of Available Funds, and (ii) from Servicer Advances received with respect to the immediately preceding Collection Period, the following amounts in the following order of priority: (1) pro rata to each Hedge Counterparty, any amounts, (including any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transaction in an amount not to exceed $250,000 in the aggregate for all Hedging Agreements), owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; (2) to the Servicer, in an amount equal to any unreimbursed Servicer Advances, for the payment thereof; (3) to the Servicer, in an amount equal to any accrued and unpaid Servicing Fees to the end of the preceding Collection Period, for the payment thereof; (4) to the extent not paid for by the Originator, pro rata to the Backup Servicer and the Collateral Custodian, in an amount equal to any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenses, for the payment thereof; (5) to the Administrative each Purchaser Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each for the account of the applicable Purchaser, in an amount equal to any accrued and unpaid InterestInterest (but only in an amount based on an Interest Rate not to exceed the LIBOR Market Index Rate plus 0.20%), Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (6) to the Administrative each Purchaser Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each for the account of the applicable Purchaser, in an amount necessary to reduce the Advances Outstanding and all other Aggregate Unpaids to zero, for the payment thereof; (7) to the extent not paid pursuant to clause (5) above, to any Purchaser Agent, pro rata in accordance with the amount of Advances Outstanding hereunder for the account of the applicable Purchasers in an amount equal to any accrued and unpaid Interest, for the payment thereof; (8) pro rata to each Hedge Counterparty, any Hedge Breakage Costs and payments due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement to the extent not reimbursed pursuant to clause (1) above, for the payment thereof; (8) 9) to the Administrative Agent, each Purchaser Agent, the applicable PurchasersPurchaser, the Backup Servicer, the Collateral Custodian, the Affected Parties, the Indemnified Parties or the Secured Parties, pro rata in accordance with the amount owed to such Person under this clause (8)9), all other amounts, including Increased Costs but other than Advances Outstanding, then due under this Agreement, for the payment thereof; and (910) any remaining amount shall be distributed to the Seller.

Settlement Procedures During the Amortization Period. (a) On each Payment Date during an the Amortization Period (whether prior to or following the Revolving Period), the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Report to the following Persons, (i) from the Collection Account, to the extent of Available Funds, and (ii) from Servicer Advances received with respect to the immediately preceding Collection Period, the following amounts in the following order of priority: (1) pro rata to each Hedge Counterparty, any amounts, (including any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transaction in an amount not to exceed $250,000 in the aggregate for all Hedging Agreements), owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; (2) to the Servicer, in an amount equal to any unreimbursed Servicer Advances, for the payment thereof; (3) to the Servicer, in an amount equal to any accrued and unpaid Servicing Fees to the end of the preceding Collection Period, for the payment thereof; (4) to the extent not paid for by the Originator, pro rata to the Backup Servicer and the Collateral Custodian, in an amount equal to any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenses, for the payment thereof; (5) to the Administrative Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each Purchaser, in an amount equal to any accrued and unpaid Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (6) to the Administrative Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each Purchaser, in an amount necessary to reduce the Advances Outstanding and all other Aggregate Unpaids to zero, for the payment thereof; (7) pro rata to each Hedge Counterparty, any Hedge Breakage Costs and payments due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement to the extent not reimbursed pursuant to clause (1) above, for the payment thereof; (8) to the Administrative Agent, the applicable Purchasers, the Backup Servicer, the Collateral Custodian, the Affected Parties, the Indemnified Parties or the Secured Parties, pro rata in accordance with the amount owed to such Person under this clause (8), all other amounts, including Increased Costs but other than Advances Outstanding, then due under this Agreement, for the payment thereof; and (9) any remaining amount shall be distributed to the Seller.

Settlement Procedures During the Amortization Period. (a) On each Payment Date during an the Amortization Period (whether prior to or following the Revolving Period), the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Report to the following Persons, from (i) from the Collection Account, to the extent of Available Funds, and (ii) from Servicer Advances received with respect to the immediately preceding Collection Period, the following amounts in the following order of priority: (1i) FIRST, pro rata to each Hedge Counterparty, any amounts, (including any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transaction in an amount not to exceed $250,000 in the aggregate for all Hedging Agreements), owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; (2ii) SECOND, to the Servicer, in an amount equal to any unreimbursed Servicer Advances, for the payment thereof; (3iii) THIRD, to the Servicer, in an amount equal to any accrued and unpaid Servicing Fees Fee and, if the Servicer is not CapitalSource Finance, CapitalSource, Inc. or an Affiliate of CapitalSource, Inc., Subordinated Servicing Fee, to the end of the preceding Collection Period, for the payment thereof; (4iv) FOURTH, to the extent not paid for by the Originator, pro rata to the Backup Servicer and the Collateral Custodian, in an amount equal to any accrued and unpaid Backup Servicing FeesFee, Collateral Custodian Fees Fee and Transition Expenses, for the payment thereof; (5v) FIFTH, to the Administrative each Purchaser Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each for the account of the applicable Purchaser, in an amount equal to any accrued and unpaid Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (6vi) SIXTH, pro rata in accordance with the amounts due under subclauses (a) and (b) of this clause, (a) to the Administrative each Purchaser Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each for the account of the applicable Purchaser, in an amount necessary to reduce the Advances Outstanding and all other Aggregate Unpaids to zero, for the payment thereof; thereof and (7b) pro rata to each Hedge Counterparty, any Hedge Breakage Costs and payments due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement to the extent not reimbursed pursuant to clause (1) FIRST above, for the payment thereof; (8) vii) SEVENTH, to each Purchaser Agent, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero, pro rata in accordance with the amount of Advances Outstanding hereunder for the account of the applicable Purchaser, for the payment thereof; (viii) EIGHTH, to the Servicer, if the Servicer is CapitalSource Finance, CapitalSource, Inc. or an Affiliate of CapitalSource, Inc., in an amount equal to any accrued and unpaid Subordinated Servicing Fee to the end of the preceding Collection Period, for the payment thereof; (ix) NINTH, to the Administrative Agent, each Purchaser Agent, the applicable PurchasersPurchaser, the Backup Servicer, the Collateral Custodian, the Affected Parties, the Indemnified Parties or the Secured Parties, pro rata in accordance with the amount owed to such Person under this clause (8)NINTH clause, all other amounts, including Increased Costs but other than Advances Outstanding, then due under this Agreement, for the payment thereof; and (9x) TENTH, any remaining amount shall be distributed to the Seller.

Settlement Procedures During the Amortization Period. (a) On each Payment Date during an the Amortization Period (whether prior to or following the Revolving Period), the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Report to the following Persons, (i) from the Collection Account, to the extent of Available Funds, (ii) in the case of payments solely for purposes of clause (6), from the Excess Spread Account to the extent of any amounts on deposit therein, and (iiiii) from Servicer Advances received with respect to the immediately preceding Collection Period, the following amounts in the following order of priority: (1) pro rata to each Hedge Counterparty, any amounts, (including any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transaction in an amount not to exceed $250,000 in the aggregate for all Hedging Agreements), owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; (2) to the Servicer, in an amount equal to any unreimbursed Servicer Advances, for the payment thereof; (3) to the Servicer, in an amount equal to any accrued and unpaid Servicing Fees to the end of the preceding Collection Period, for the payment thereof; (4) to the extent not paid for by the Originator, pro rata to the Backup Servicer and the Collateral Custodian, in an amount equal to any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenses, for the payment thereof; (5) to the Administrative each Purchaser Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each for the account of the applicable Purchaser, in an amount equal to any accrued and unpaid Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (6) to the Administrative each Purchaser Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each for the account of the applicable Purchaser, in an amount necessary to reduce the Advances Outstanding and all other Aggregate Unpaids to zero, for the payment thereof; (7) pro rata to each Hedge Counterparty, any Hedge Breakage Costs and payments due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement to the extent not reimbursed pursuant to clause (1) above, for the payment thereof; (8) to the Administrative Agent, each Purchaser Agent, the applicable PurchasersPurchaser, the Backup Servicer, the Collateral Custodian, the Affected Parties, the Indemnified Parties or the Secured Parties, pro rata in accordance with the amount owed to such Person under this clause (8), all other amounts, including Increased Costs but other than Advances Outstanding, then due under this Agreement, for the payment thereof; and (9) any remaining amount shall be distributed to the Seller.

Settlement Procedures During the Amortization Period. (a) On By 11:00 a.m. on each Payment Date during an the Amortization Period (whether prior to or following the Revolving Period), the Servicer Trustee shall direct the Collateral Custodian to pay pursuant to the Monthly Report to the following Persons, (i) from the Collection Account, based solely upon the information contained in the Monthly Report, to the extent of Available Funds, and (ii) from Servicer Advances received with respect to the immediately preceding Collection Period, the following amounts in the following order of priority: (1i) pro FIRST, pro-rata to each Hedge Counterpartythe Backup Servicer and the Trustee, any amounts, (including any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transaction in an amount not equal to exceed $250,000 in the aggregate for all Hedging Agreements), owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s)accrued and unpaid Backup Servicing Fee and Trustee Fee, for the payment thereof; (2ii) SECOND, on behalf of the Borrower, any Administrative Expenses then due, provided that the total cumulative amount of Administrative Expenses payable on behalf of the Borrower in any calendar year pursuant to this clause SECOND and Section 2.7(a)(ii) shall not exceed $10,000.00; (iii) THIRD, to the ServicerHedge Counterparty, any amounts owing under its respective Hedge Agreement in respect of regularly scheduled payments and interest accrued thereon under all related Hedge Transactions (iv) FOURTH, to the Backup Servicer (or other Successor Servicer appointed in accordance with the terms of this Agreement), in an amount equal to any unreimbursed Servicer Advances, for the payment thereofTransition Costs then due; (3v) FIFTH, to the Servicer or any Successor Servicer, in an amount equal to any accrued and unpaid Servicing Fees Fees, and, solely with respect to the end Backup Servicer (to the extent appointed Successor Servicer hereunder), any reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable attorneys’ fees) of such Successor Servicer, provided that the preceding Collection Periodtotal amount of out-of-pocket costs and expenses payable to such Successor Servicer on any Payment Date pursuant to this clause FIFTH shall not exceed $7,500; (vi) SIXTH, to the Servicer, in an amount equal to any Reimbursable Servicer Advances, for the payment thereof; (4vii) SEVENTH, to the extent not paid for by the OriginatorLender, pro rata to the Backup Servicer and the Collateral Custodian, in an amount equal to any Interest and Unused Fee (to the extent accrued during the Revolving Period and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenseswhich remains unpaid) then due, for the payment thereof; (5viii) EIGHTH, to the Administrative Agent, for the account payment of the applicable Purchasers pro rata amounts set forth in accordance with clauses (A) and (B) on a pari passu basis: (A) the amount of Advances Outstanding hereunder (or portions thereof) held by each PurchaserLender, in an amount equal to the Required Advance Reduction Amount, and (B) each Hedge Counterparty, pro rata, any Hedge Breakage Costs owing under the related Hedge Agreements due to any reason other than a Hedge Counterparty Default, and interest accrued and unpaid Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Coststhereon, for the payment thereof; (6ix) NINTH, at any time following a Turbo Event, to the Administrative AgentLender, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each Purchaser, in an amount necessary equal to reduce the Advances Outstanding and all other Aggregate Unpaids to zeroAmount, for the payment thereof; (7x) TENTH, to the Affected Parties, pro rata in accordance with the amount owed to each Hedge Counterparty, any Hedge Breakage such Person in respect of Increased Costs and payments due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement to the extent not reimbursed pursuant to clause (1) aboveTaxes, for the payment thereof; (8) xi) ELEVENTH, to the Administrative Deal Agent, the applicable PurchasersLender, the Backup Servicer, the Collateral CustodianTrustee, the Affected PartiesSuccessor Servicer (if any), each Hedge Counterparty (excluding Hedge Breakage Costs) and the Indemnified Parties or the Secured Parties, pro rata in accordance with the amount owed to such Person under this clause (8)ELEVENTH, all Indemnified Amounts and other amounts, including Increased Costs but amounts (other than Advances Outstanding, the Outstanding Amount) then due under this AgreementAgreement (including, for the avoidance of doubt, any out-of-pocket costs and expenses, including, but not limited to, reasonable attorneys’ fees, of the Backup Servicer or Successor Servicer, to the extent such party is entitled thereto and has not already been reimbursed therefor), for the payment thereof; and (9) any remaining amount shall be distributed to the Seller.;

Settlement Procedures During the Amortization Period. (a) On each Payment Date during an the Amortization Period (whether prior to or following the Revolving Period), the Servicer shall direct the Collateral Custodian Collection Account Bank, subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed for the purpose of causing the Borrower to default on its payment obligations hereunder), to pay pursuant to the Monthly Servicing Report to (and the following Persons, (i) Collection Account Bank shall make payment from the Collection Account (or from the Split-Funded Loan Collection Account, as applicable) to the extent of Available FundsFunds (and Guarantor Payments, and (iiif applicable) from Servicer Advances received with respect in reliance on the information set forth in such Servicing Report) to the immediately preceding Collection Periodfollowing Persons, the following amounts in the following order of priority: (1) pro rata in accordance with the amounts due under this clause and to each Hedge Counterpartythe extent not paid by the Originator, to the Backup Servicer, the Trustee, the Collection Account Bank and the Special Servicer in an amount equal to (a) any amountsaccrued and unpaid Backup Servicing Fees, Trustee Fees, Collection Account Bank Fees, Transition Expenses and Special Servicer Fees and Expenses (including any Hedge Breakage Costs if applicable), and any payments due (b) incurred but unreimbursed reasonable third-party, out-of-pocket expenses relating to their respective duties as Backup Servicer, Trustee or Collection Account Bank hereunder, in respect of which the termination of any Hedge Transaction in an amount not Backup Servicer, the Trustee, the Lockbox Bank and the Collection Account Bank, as applicable, has provided prior written notice to exceed $250,000 in the aggregate for all Hedging Agreements), owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s)Servicer and the Administrative Agent, for the payment thereof; provided that amounts payable pursuant to this clause (b) shall not exceed $10,000 for any Payment Date; (2) to the extent not paid by the Obligors or the Originator, to the Lockbox Banks any Lockbox Bank Fees then due and owing; (3) to the Servicer, in an amount equal to any unreimbursed Servicer Advances, Servicing Advances (but solely to the extent of Collections in respect of the Loan for the payment thereofwhich such Servicing Advance was made); (34) to the Servicer, in an amount equal to any accrued and unpaid Servicing Fees to the end and any reimburseable expenses of the preceding Collection Period, for the payment thereof; (4) to the extent not paid for by the Originator, pro rata to the Backup Servicer and the Collateral Custodian, in an amount equal to any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenses, for the payment thereofSuccessor Servicer; (5) to the Administrative Agent, for the account on behalf of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each PurchaserLenders, in an amount equal to any accrued and unpaid Interest, Program Fee, Structuring Make-Whole Fee (if any) and Agency Fee, Commitment Fee any other fees or expenses due and Breakage Costs, for the payment thereofpayable; (6) to the Administrative Agent, for the account of the each applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each PurchaserLender, in an amount necessary to reduce the Advances Outstanding and all other Aggregate Unpaids to zero, for the payment thereof; (7) pro rata in accordance with the amounts due under this clause to each Hedge Counterparty, any Hedge Breakage Costs and payments due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement to the extent not reimbursed pursuant to clause (1) above, for the payment thereof; (8) to the Administrative Agent, the applicable Purchasers, the Backup Servicer, the Collateral CustodianTrustee, the Affected PartiesLockbox Bank, the Collection Account Bank, the Successor Servicer, the Indemnified Parties or the Secured Parties, pro rata in accordance with the amount owed to such Person under this clause (8), all other amounts, including any Increased Costs but other than Advances OutstandingCosts, Taxes or Indemnified Amounts then due under this Agreement; (8) to the Servicer, for in an amount equal to any unreimbursed Servicing Advances, to the payment thereofextent not paid pursuant to clause (3) above; and (9) any remaining amount amounts shall be distributed to the SellerBorrower (and the Borrower shall be permitted to, among other things, further distribute such amounts to its Affiliates (including the Servicer) or its members at its discretion). Notwithstanding the above or anything herein to the contrary, 50% of the WF Borrower Portfolio Loan Amounts shall be paid from the Split-Funded Loan Collection Account to the deposit account specified by the WF Agent in accordance with the terms and provisions of the Intercreditor Agreement.

Settlement Procedures During the Amortization Period. (a) On each Payment Date during an the Amortization Period (whether prior to or following the Revolving Period), the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Servicing Report to (and the following Persons, (i) Collateral Custodian shall make payment from the Collection Account, Account to the extent of Available Funds, and (iiFunds in reliance on the information set forth in such Servicing Report) from Servicer Advances received with respect to the immediately preceding Collection Periodfollowing Persons, the following amounts in the following order of priority: (1) pro rata to each Hedge Counterparty, any amountspro rata, (based on the respective amounts owed under all Interest Rate Hedge Transactions related thereto, including any unpaid Hedge Breakage Costs and any payments due in with respect of the termination of any Hedge Transaction in an amount not to exceed $250,000 in the aggregate for all Hedging Agreements), owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereofthereto; (2) (A) first, to the each Sub-Servicer, in an amount equal to the lesser of (I) any unreimbursed accrued and unpaid Sub-Servicer AdvancesFees and (II) an amount equal to the Servicing Fees accrued with respect to the Receivables subserviced by the applicable Sub-Servicer and (B) second, for the payment thereof; (3) to the Servicer, in an amount equal to any accrued and unpaid Servicing Fees (less any Sub-Servicer Fees distributed under clause (A)) and any reimburseable expenses of any successor Servicer; provided that for so long as Summit Alternative Investments, LLC is the Servicer it shall not be entitled to the end of the preceding Collection Period, for the payment thereofany Servicing Fees pursuant to this clause (2); (43) pro rata in accordance with the amounts due under this clause and to the extent not paid for by the Originator, pro rata to the Backup Servicer and the Collateral Custodian, pro rata, in an amount equal to (i) any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenses, and (ii) incurred but unreimbursed reasonable third-party, out-of-pocket expenses relating to their respective duties as Backup Servicer or Collateral Custodian hereunder, in respect of which the Backup Servicer or the Collateral Custodian, as applicable, has provided prior written notice setting forth such expenses in reasonable detail to the Servicer and the Administrative Agent, for the payment thereof; provided that amounts payable pursuant to this sub-clause (ii) shall not exceed $5,000 for any Payment Date; (4) to the Administrative Agent, on behalf of the Lenders, in an amount equal to any accrued and unpaid Interest, Unused Fee and any other fees or expenses due and payable to the Lenders hereunder; (5) to the Administrative Agent, for the account of each applicable Lender, an amount necessary to reduce the applicable Purchasers pro rata in accordance with Loans Outstanding and other Aggregate Unpaids payable to the amount of Advances Outstanding Lender hereunder to zero; (or portions thereof6) held by each Purchaserto Summit Alternative Investments, LLC, for so long as it is the Servicer, in an amount equal to any accrued and unpaid Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; Servicing Fees (6less any Sub-Servicer Fees period pursuant to clause(2)(A) to the Administrative Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each Purchaser, in an amount necessary to reduce the Advances Outstanding and all other Aggregate Unpaids to zero, for the payment thereofabove); (7) pro rata in accordance with the amounts due under this clause, to each Hedge Counterparty, any Hedge Breakage Costs and payments due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement to the extent not reimbursed pursuant to clause (1) above, for the payment thereof; (8) to the Administrative Agent, the applicable Purchasers, the Backup Servicer, the Collateral Custodian, the Affected Partiesany successor Servicer, the Indemnified Parties or the Secured Parties, pro rata in accordance with the amount owed to such Person under this clause (8), all other amounts, including any Increased Costs but other than Advances OutstandingCosts, then due under this Agreement, for the payment thereofTaxes or Indemnified Amounts; and (9) 8) any remaining amount amounts shall be distributed to the SellerBorrowers as directed by the Servicer.

Settlement Procedures During the Amortization Period. (a) On each Payment Date during an the Amortization Period (whether prior to or following the Revolving Period), the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Report to the following Persons, from (i) from the Collection Account, to the extent of Available Funds, and (ii) from Servicer Advances received with respect to the immediately preceding Collection Period, the following amounts in the following order of priority: (1i) FIRST, pro rata to each Hedge Counterparty, any amounts, (including any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transaction in an amount not to exceed $250,000 in the aggregate for all Hedging Agreements), owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; (2ii) SECOND, to the Servicer, in an amount equal to any unreimbursed Servicer Advances, for the payment thereof; (3iii) THIRD, to the Servicer, in an amount equal to any accrued and unpaid Servicing Fees and Revolving Servicing Fees to the end of the preceding Collection Period, for the payment thereof; (4iv) FOURTH, to the extent not paid for by the Originator, pro rata to the Backup Servicer and the Collateral Custodian, in an amount equal to any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenses, for the payment thereof; (5v) FIFTH, to each Purchaser Agent and the Administrative AgentSwingline Purchaser, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each for the account of the applicable Purchaser, in an amount equal to any accrued and unpaid Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (6vi) SIXTH, to each Purchaser Agent and the Administrative AgentSwingline Purchaser, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each for the account of the applicable Purchaser, in an amount necessary to reduce the Advances Outstanding and all other Aggregate Unpaids to zero, for the payment thereof; (7vii) SEVENTH, to each Purchaser Agent, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero, pro rata in accordance with the amount of Advances Outstanding hereunder for the account of the applicable Purchaser, for the payment thereof; (viii) EIGHTH, pro rata to each Hedge Counterparty, any Hedge Breakage Costs and payments due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement to the extent not reimbursed pursuant to clause (1) FIRST above, for the payment thereof; (8) ix) NINTH, to the Administrative Agent, each Purchaser Agent, the applicable PurchasersPurchaser, the Backup Servicer, the Collateral Custodian, the Affected Parties, the Indemnified Parties or the Secured Parties, pro rata in accordance with the amount owed to such Person under this clause (8)NINTH clause, all other amounts, including Increased Costs but other than Advances Outstanding, then due under this Agreement, for the payment thereof; and (9x) TENTH, any remaining amount shall be distributed to the Seller.

Settlement Procedures During the Amortization Period. (a) On each Payment Date during an the Amortization Period (whether prior to or following the Revolving Period)while an Early Amortization Event has occurred and is continuing, the Servicer shall direct the Collateral Custodian Trustee to pay pursuant to the Monthly Servicing Report (and the Trustee shall make payment, in reliance on the information set forth in such Servicing Report) to the following Persons, from (i) from Interest Collections available in the Collection Account, to the extent of Available Funds, and (ii) from Servicer Advances of Scheduled Payments, if any, received with respect to the immediately preceding Collection Period, and (iii) for the purpose of making the payments required pursuant to Section 2.8(a)(i) – (x), the Reserve Account, the following amounts in the following order of priority: (1i) (A) pro rata rata, to the Administrative Agent, each Lender Agent for the account of the applicable Lender and the Secured Parties, any Taxes (to the extent such amounts have not been previously paid pursuant to Section 2.13) then due under this Agreement and (B) pro rata, to the Administrative Agent, each Lender Agent for the account of the applicable Lender, the Trustee, the Backup Servicer and the Secured Parties, any Administrative Expenses; provided that any Administrative Expenses payable pursuant to this clause (B) shall not in the aggregate exceed $5,000, subject to the Administrative Expense Cap; (ii) pro rata, to the Trustee and the Backup Servicer, (A) in an amount equal to any accrued and unpaid Trustee Fees, Backup Servicing Fees and Transition Expenses, and (B) incurred but unreimbursed reasonable third-party, out-of-pocket expenses relating to their respective duties as Trustee or as Backup Servicer (including in its capacity as Servicer) hereunder, in respect of which the Trustee or the Backup Servicer, as applicable, has provided prior written notice to the Servicer and the Administrative Agent, for the payment thereof; provided that amounts payable pursuant to clause (B) shall not in the aggregate exceed $5,000 (or, after a Termination Event, $15,000), subject to the Administrative Expense Cap; (iii) pro rata, to each Lender Agent for the account of the applicable Lender, based on the respective amounts owed, in an amount equal to any accrued and unpaid Breakage Costs, for the payment thereof; (iv) to the Servicer, in an amount equal to any unreimbursed Servicer Advances (but solely to the extent of Collections in respect of the Loan for which such Servicer Advance was made), for the payment thereof; (v) to the Servicer, in an amount equal to any accrued and unpaid Senior Servicing Fees to the end of the preceding Collection Period, for the payment thereof; (vi) pro rata, to each Hedge Counterparty, any amounts, (including including, in the Administrative Agent’s sole discretion, any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transaction in an amount not Hedging Transaction, subject to exceed $250,000 any cap set forth in the aggregate for all applicable Hedging AgreementsAgreement), owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; (2vii) pro rata, to each Lender Agent for the account of the applicable Lender, based on the respective amounts owed, in an amount equal to any accrued and unpaid Interest, for the payment thereof; (viii) pro rata, to each Lender Agent for the account of the applicable Lender, based on the respective amounts owed, in an amount equal to the aggregate outstanding principal balance of all Loans that became Charged-Off Loans for the related Collection Period; (ix) pro rata, to each Lender Agent for the account of the applicable Lender, based on the respective amounts owed, in an amount necessary to reduce the Advances Outstanding to the Required Reduction Target for the applicable Payment Date; (x) pro rata, to each Lender Agent for the account of the applicable Lender, based on the respective amounts owed, in an amount necessary to reduce the Advances Outstanding to zero; (xi) to the Reserve Account, an amount equal to the Required Reserve Amount; (xii) pro rata, to the extent not previously paid pursuant to clause (vi) above, to each Hedge Counterparty, any Hedge Breakage Costs owing to that Hedge Counterparty under its respective Hedging Agreement; (xiii) pro rata, in accordance with the amounts due under this clause to the Administrative Agent, each Lender Agent, any applicable Lender, the Backup Servicer (including in its role as Servicer, if so appointed), the Trustee, the Affected Parties, the Indemnified Parties, each Hedge Counterparty or the Secured Parties, all other amounts, including any Increased Costs, but other than the principal of Advances Outstanding, then due under this Agreement; (xiv) pro rata, to the extent not previously paid pursuant to clause above, to the parties entitled thereto, any remaining Administrative Expenses; (xv) to the Servicer, in an amount equal to the sum of (i) any unreimbursed Servicer Advances, for to the payment thereofextent not paid pursuant to clause (iv) above, and (ii) any Nonrecoverable Advance; (3xvi) to the Servicer, in an amount equal to any accrued and unpaid Subordinated Servicing Fees to the end of the preceding Collection Period, for the payment thereof; and (xvii) any remaining amounts shall be distributed to the Borrower. (b) On each Payment Date during the Amortization Period or while an Early Amortization Event has occurred and is continuing, the Servicer shall direct the Trustee to pay pursuant to the Servicing Report (and the Trustee shall make payment, in reliance on the information set forth in such Servicing Report) to the following Persons, from (i) Principal Collections available in the Collection Account, to the extent of Available Funds, and (ii) Servicer Advances of Scheduled Payments, if any, received with respect to the immediately preceding Collection Period, the following amounts in the following order of priority: (i) to repay any amounts not previously paid in full pursuant to clauses (i) through (xvi) in Section 2.8(a) above; (4ii) pro rata, to the extent not paid for by the Originator, pro rata to the Backup Servicer and the Collateral Custodian, in an amount equal to any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenses, for the payment thereof; (5) to the Administrative Agent, each Lender Agent for the account of the applicable Purchasers pro rata in accordance with Lender, based on the amount of Advances Outstanding hereunder (or portions thereof) held by each Purchaser, in an amount equal to any accrued and unpaid Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (6) to the Administrative Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each Purchaserrespective amounts owed, in an amount necessary to reduce the Advances Outstanding and all other Aggregate Unpaids to zero, for the payment thereof; (7) pro rata to each Hedge Counterparty, any Hedge Breakage Costs and payments due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement to the extent not reimbursed pursuant to clause (1) above, for the payment thereof; (8) to the Administrative Agent, the applicable Purchasers, the Backup Servicer, the Collateral Custodian, the Affected Parties, the Indemnified Parties or the Secured Parties, pro rata in accordance with the amount owed to such Person under this clause (8), all other amounts, including Increased Costs but other than Advances Outstanding, then due under this Agreement, for the payment thereof; and (9iii) any remaining amount amounts shall be distributed to the SellerBorrower.

Settlement Procedures During the Amortization Period. (a) On each Payment Date during an the Amortization Period (whether prior to or following the Revolving Period), the Servicer (or the Administrative Agent, if the Servicer has failed to deliver the applicable Monthly Report) shall direct the Collateral Custodian Trustee to pay pursuant to the Monthly Report to the following Persons, from (i) from the Collection Account, to the extent of Available Funds, and (ii) from Servicer Advances received with respect to the immediately preceding related Collection PeriodPeriod and (iii) withdrawals from the Reserve Account with respect to such Payment Date, the following amounts in the following order of priority: (1) pro rata in accordance with the amounts due under this clause (1), to each Hedge Counterparty, any amounts, amounts (including other than any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transaction in an amount not to exceed $250,000 in the aggregate for all Hedging AgreementsTransaction), owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; (2) to the Servicerextent not paid for by the Originator, pro rata in accordance with the amounts due under this clause (2), to the Backup Servicer and the Trustee, in an amount equal to any unreimbursed Servicer Advancesaccrued and unpaid Backup Servicing Fees, Trustee Fees and Transition Expenses, for the payment thereof; (3) to the Servicer, in an amount equal to (i) any unreimbursed Servicer Advances (but solely to the extent of Collections received in respect of the Loan for which such Servicer Advance was made) and (ii) any accrued and unpaid Servicing Fees to the end of the preceding Collection PeriodFees, for the payment thereof; (4) to the extent not paid for by the Originator, pro rata to the Backup Servicer and the Collateral Custodian, in an amount equal to any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenses, for the payment thereof; (5) to the Administrative each applicable Purchaser Agent, for the account of the applicable Purchasers Purchasers, pro rata in accordance with the amount amounts of Advances Outstanding hereunder (or portions thereof) held by each Purchaserhereunder, in an amount equal to any accrued and unpaid Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (65) to the Administrative each applicable Purchaser Agent, for the account of the applicable Purchasers Purchasers, pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each Purchaserhereunder, in an amount necessary to reduce the Advances Outstanding and to zero, for the payment thereof; (6) pari passu to (i) pro rata in accordance with the amount of Advances Outstanding hereunder, to each applicable Purchaser Agent, for the account of the applicable Purchasers, all other Aggregate Unpaids amounts due and unpaid, (ii) to zerothe Servicer, in an amount equal to any unreimbursed Servicer Advances to the extent not paid in clause (3) above, and (iii) to the Trustee, all other amounts due and unpaid, for the payment thereof; (7) pro rata in accordance with the amounts due under this clause (7), to each Hedge Counterparty, any Hedge Breakage Costs and payments due in connection with the termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement to the extent not reimbursed pursuant to clause (1) aboveAgreement, for the payment thereof; (8) pro rata in accordance with the amounts due under this clause (8), to the Administrative Agent, each Purchaser Agent, the applicable Purchasers, the Backup Servicer, the Collateral CustodianTrustee, the Affected Parties, the Indemnified Parties or the Secured Parties, pro rata in accordance with the amount owed to such Person under this clause (8), all other amounts, including Increased Costs but other than Advances OutstandingCosts, then due under this Agreement, for the payment thereof; and (9) any remaining amount amounts shall be distributed to the Seller.

Settlement Procedures During the Amortization Period. (a) On each Payment Date during an the Amortization Period (whether prior to or following the Revolving Period), the Servicer shall direct the Collateral Custodian Collection Account Bank, subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed for the purpose of causing the Borrower to default on its payment obligations hereunder), to pay pursuant to the Monthly Servicing Report to (and the following Persons, (i) Collection Account Bank shall make payment from the Collection Account, Account to the extent of Available FundsFunds (and Guarantor Payments, and (iiif applicable) from Servicer Advances received with respect in reliance on the information set forth in such Servicing Report) to the immediately preceding Collection Periodfollowing Persons, the following amounts in the following order of priority: (1) pro rata in accordance with the amounts due under this clause and to each Hedge Counterpartythe extent not paid by the Originator, to the Backup Servicer, the Trustee, and the Collection Account Bank in an amount equal to (a) any amountsaccrued and unpaid Backup Servicing Fees, Trustee Fees, Collection Account Bank Fees and Transition Expenses, and (including any Hedge Breakage Costs and any payments due b) incurred but unreimbursed reasonable third-party, out-of-pocket expenses relating to their respective duties as Backup Servicer, Trustee or Collection Account Bank hereunder, in respect of which the termination of any Hedge Transaction in an amount not Backup Servicer, the Trustee, the Lockbox Bank and the Collection Account Bank, as applicable, has provided prior written notice to exceed $250,000 in the aggregate for all Hedging Agreements), owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s)Servicer and the Administrative Agent, for the payment thereof; provided that amounts payable pursuant to this clause (b) shall not exceed $10,000 for any Payment Date; (2) to the extent not paid by the Obligors or the Originator, to the Lockbox Banks any Lockbox Bank Fees then due and owing; (3) to the Servicer, in an amount equal to any unreimbursed Servicer Advances, Servicing Advances (but solely to the extent of Collections in respect of the Loan for the payment thereofwhich such Servicing Advance was made); (34) to the Servicer, in an amount equal to any accrued and unpaid Servicing Fees to the end and any reimburseable expenses of the preceding Collection Period, for the payment thereof; (4) to the extent not paid for by the Originator, pro rata to the Backup Servicer and the Collateral Custodian, in an amount equal to any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenses, for the payment thereofSuccessor Servicer; (5) to the Administrative Agent, for the account on behalf of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each PurchaserLenders, in an amount equal to any accrued and unpaid Interest, Program FeeUnused Fee accrued prior to the Effective Date, Structuring Make-Whole Fee (if any) and Agency Fee, Commitment Fee any other fees or expenses due and Breakage Costs, for the payment thereofpayable; (6) to the Administrative Agent, for the account of the each applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each PurchaserLender, in an amount necessary to reduce the Advances Outstanding and all other Aggregate Unpaids to zero, for the payment thereof; (7) pro rata in accordance with the amounts due under this clause to each Hedge Counterparty, any Hedge Breakage Costs and payments due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement to the extent not reimbursed pursuant to clause (1) above, for the payment thereof; (8) to the Administrative Agent, the applicable Purchasers, the Backup Servicer, the Collateral CustodianTrustee, the Affected PartiesLockbox Bank, the Collection Account Bank, the Successor Servicer, the Indemnified Parties or the Secured Parties, pro rata in accordance with the amount owed to such Person under this clause (8), all other amounts, including any Increased Costs but other than Advances OutstandingCosts, Taxes or Indemnified Amounts then due under this Agreement; (8) to the Servicer, for in an amount equal to any unreimbursed Servicing Advances, to the payment thereofextent not paid pursuant to clause (3) above; and (9) any remaining amount amounts shall be distributed to the SellerBorrower (and the Borrower shall be permitted to, among other things, further distribute such amounts to its Affiliates (including the Servicer) or its members at its discretion).

Settlement Procedures During the Amortization Period. (a) On each Payment Date during an the Amortization Period (whether prior to or following other than during the Revolving Early Termination Period), the Servicer (or the Administrative Agent, if the Servicer has failed to deliver the applicable Monthly Report) shall direct the Collateral Custodian Trustee to pay pursuant to the Monthly Report to the following Persons, from (i) from the Collection Account, to the extent of Available Funds, and (ii) from Servicer Advances received with respect to the immediately preceding related Collection PeriodPeriod and (iii) withdrawals from the Reserve Account with respect to such Payment Date, the following amounts in the following order of priority: (1) pro rata in accordance with the amounts due under this clause (1), to each Hedge Counterparty, any amounts, amounts (including other than any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transaction in an amount not to exceed $250,000 in the aggregate for all Hedging AgreementsTransaction), owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; (2) to the Servicerextent not paid for by the Originator, pro rata in accordance with the amounts due under this clause (2), to the Backup Servicer and the Trustee, in an amount equal to any unreimbursed Servicer Advancesaccrued and unpaid Backup Servicing Fees, Trustee Fees and Transition Expenses, for the payment thereof; (3) to the Servicer, in an amount equal to (i) any unreimbursed Servicer Advances (but solely to the extent of Collections received in respect of the Loan for which such Servicer Advance was made) and (ii) any accrued and unpaid Servicing Fees to the end of the preceding Collection PeriodFees, for the payment thereof; (4) to the extent not paid for by the Originator, pro rata to in accordance with the Backup Servicer and the Collateral Custodian, in an amount equal to any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenses, for the payment thereof; amounts due under this clause (5) to the Administrative 3),to each Purchaser Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each Purchaser, in an amount equal to any accrued and unpaid Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (65) pro rata in accordance with the amounts due under this clause (5), to the Administrative Agent, each Purchaser Agent for the account of the applicable Purchasers Purchaser, the amount necessary to reduce the Advances Outstanding to zero, for the payment thereof; (6) pari passu to (i) pro rata in accordance with the amount of Advances Outstanding hereunder outstanding hereunder, to the Purchasers, all other amounts due and unpaid, (or portions thereofii) held by each Purchaserto the Servicer, in an amount necessary equal to reduce any unreimbursed Servicer Advances to the Advances Outstanding extent not paid in clause (3) above, and (iii) to the Trustee, all other Aggregate Unpaids to zeroamounts due and unpaid, for the payment thereof; (7) pro rata in accordance with the amounts due under this clause (7), to each Hedge Counterparty, any Hedge Breakage Costs and payments due in connection with the termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement to the extent not reimbursed pursuant to clause (1) aboveAgreement, for the payment thereof; (8) to pro rata in accordance with the amounts due under this clause (8),to the Administrative Agent, each Purchaser Agent, the applicable Purchasers, the Backup Servicer, the Collateral CustodianTrustee, the Affected Parties, the Indemnified Parties or the Secured Parties, pro rata in accordance with the amount owed to such Person under this clause (8), all other amounts, including Increased Costs but other than Advances OutstandingCosts, then due under this Agreement, for the payment thereof; and (9) any remaining amount amounts shall be distributed to the Seller.

Settlement Procedures During the Amortization Period. (a) On each Payment Date during an the Amortization Period (whether prior to or following the Revolving Period), the Servicer shall direct the Collateral Custodian Trustee to pay pursuant to the Monthly Servicing Report to (and the following Persons, (i) Trustee shall make payment from the Collection Account, Account to the extent of Available Funds, in reliance on the information set forth in such Servicing Report and (iiwithout any independent verification of such information) from Servicer Advances received with respect to the immediately preceding Collection Periodfollowing Persons, the following amounts in the following order of priority: (1) pro rata in accordance with the amounts due under this clause, to each Hedge Counterparty, any amounts, amounts (including other than any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transaction in an amount not to exceed $250,000 in the aggregate for all Hedging Agreements), Costs) owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s); (2) pro rata in accordance with the amounts due under this clause, to the extent not paid by the Originator, to the Backup Servicer and the Trustee, (a) in an amount equal to any accrued and unpaid Backup Servicing Fees, Trustee Fees and Transition Expenses, and (b) incurred but unreimbursed reasonable third-party, out-of-pocket expenses relating to their respective duties as Backup Servicer or Trustee hereunder, in respect of which the Backup Servicer or the Trustee, as applicable, has provided prior written notice to the Servicer and the Administrative Agent, for the payment thereof; provided that amounts payable pursuant to this clause (b) shall not exceed $15,000 for any Payment Date; (23) to the Servicer, in an amount equal to any unreimbursed Servicer Advances, Advances (but solely to the extent of Collections in respect of the Loan for the payment thereofwhich such Servicer Advance was made); (34) to the Servicer, in an amount equal to any accrued and unpaid Servicing Fees to the end of the preceding related Collection Period, for the payment thereof; (4) to the extent not paid for by the Originator, pro rata to the Backup Servicer and the Collateral Custodian, in an amount equal to any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenses, for the payment thereof; (5) to the Administrative Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by amounts due under this clause, to each PurchaserPurchaser Agent, in an amount equal to any accrued and unpaid Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (6) pro rata in accordance with the amounts due under subclauses (a) and (b) of this clause (6), (a) to the Administrative Agent, each Purchaser Agent for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each Purchaser, in an amount necessary to reduce the Advances Outstanding and all other Aggregate Unpaids to zero, for the payment thereof; zero and (7b) pro rata in accordance with the amounts due under this subclause (b), to each Hedge Counterparty, any Hedge Breakage Costs and payments due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement to the extent not reimbursed pursuant to clause (1) above, for the payment thereofAgreement; (8) 7) pro rata in accordance with the amounts due under this clause, to the Administrative Agent, each Purchaser Agent, the applicable PurchasersPurchaser, the Backup Servicer, the Collateral CustodianTrustee, the Affected Parties, the Indemnified Parties Parties, or the Secured Parties, pro rata in accordance with the amount owed to such Person under this clause (8), all other amounts, including Increased Costs Costs, but other than the principal of Advances Outstanding, then due under this Agreement; and (8) to the Servicer, for in an amount equal to the payment thereofsum of (i) any unreimbursed Servicer Advances, to the extent not paid pursuant to clause (2) above, and (ii) any Nonrecoverable Advance; and (9) any remaining amount amounts shall be distributed to the SellerBorrower.

Settlement Procedures During the Amortization Period. (a) On each Payment Date during an the Amortization Period (whether prior to or following the Revolving Period), the Servicer shall direct the Collateral Custodian Trustee to pay pursuant to the Monthly Servicing Report (and the Trustee shall make payment, in reliance on the information set forth in such Servicing Report) to the following Persons, from (i) from the Collection Account, to the extent of Available Funds, and (ii) from Servicer Advances of Scheduled Payments, if any, received with respect to the immediately preceding Collection Period, the following amounts in the following order of priority, provided that in no event will the Servicer direct any Collections or Servicer Advances received with respect to any Real Estate Loans to be used to make any payments hereunder to the Swingline Purchaser: (1i) FIRST, pro rata to each Hedge Counterparty, any amounts, (including other than any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transaction in an amount not to exceed $250,000 in the aggregate for all Hedging AgreementsTransaction), owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; (ii) SECOND, to the extent not paid for by the Servicer, pro rata to the Trustee and Backup Servicer, (2) in an amount equal to any accrued and unpaid Trustee Fees, Backup Servicing Fees and Transition Expenses, and (b) incurred but unreimbursed reasonable third-party, out-of-pocket expenses relating to their respective duties as Trustee or as Backup Servicer hereunder, in respect of which the Trustee or the Backup Servicer or the Trustee, as applicable, has provided prior written notice to the Servicer and the Administrative Agent, for the payment thereof; provided that amounts payable pursuant to clause (b) shall not exceed $5,000 for any Payment Date; (iii) THIRD, to the Servicer, in an amount equal to any unreimbursed Servicer AdvancesAdvances (but solely to the extent of Collections in respect of the Asset for which such Servicer Advance was made), for the payment thereof; (3iv) FOURTH, to the Servicer, (a) if the Company is the Servicer, in an amount equal to any accrued and unpaid Senior Servicing Fees to the end of the preceding Collection Period, for the payment thereof, or (b) if the Company is not the Servicer, in an amount equal to any accrued and unpaid Servicing Fees to the end of the preceding Collection Period, for the payment thereof; (4v) FIFTH, to each Purchaser Agent (or, at the extent not paid for by the Originatordirection of any Purchaser Agent, pro rata to the Backup Servicer such Purchaser Agent’s Purchaser) and the Collateral CustodianSwingline Purchaser, in an amount equal to any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenses, for the payment thereof; (5) to the Administrative Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each for the account of the applicable Purchaser, in an amount equal to any accrued and unpaid Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (6vi) SIXTH, pro rata in accordance with the amounts payable under clauses (a) and (b) hereof, (a) to each Purchaser Agent (or, at the Administrative direction of any Purchaser Agent, for to such Purchaser Agent’s Purchaser) and the account of the applicable Purchasers Swingline Purchaser, pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each for the account of the applicable Purchaser, in an amount necessary to reduce the Advances Outstanding and all other Aggregate Unpaids to zero, for the payment thereof; and (7b) pro rata to each Hedge CounterpartyCounterparty and without duplication, any Hedge Breakage Costs and payments due in respect of the termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement to the extent not reimbursed pursuant to clause (1) FIRST above, for the payment thereof, provided that Hedge Breakage Costs and payments due in respect of the termination of any Hedge Transaction resulting from the nonperformance by a Hedge Counterparty shall not be paid pro rata with the other amounts set forth in clauses (a) and (b) above but rather shall be paid to the applicable Hedge Counterparty only after such other amounts set forth in clauses (a) and (b) above shall have been paid; (8) vii) SEVENTH, to the Administrative Agent, each Purchaser Agent (or, at the direction of any Purchaser Agent, to such Purchaser Agent’s Purchaser), the applicable PurchasersPurchaser, the Trustee, the Backup Servicer, the Collateral Custodian, the Affected Parties, the Indemnified Parties or the Secured Parties, pro rata in accordance with the amount owed to such Person under this clause (8)SEVENTH, all other amounts, including Increased Costs but other than Advances Outstanding, then due under this Agreement, and reasonable third-party out-of-pocket expenses relating to their respective duties as Trustee or as Backup Servicer hereunder to the extent not paid pursuant to clause SECOND above in respect of which the Trustee or the Backup Servicer, as applicable, has provided prior written notice to the Servicer and the Administrative Agent, for the payment thereof; (viii) EIGHTH, to the Servicer, in an amount equal to the sum of (i) any unreimbursed Servicer Advances, to the extent not paid pursuant to clause THIRD above, and (ii) any Nonrecoverable Advance for the payment thereof; (ix) NINTH, to the Originator, in an amount equal to the accrued and unpaid Hedge Guaranty Fee; (x) TENTH, to the Servicer (but only if the Company is the Servicer), in an amount equal to any accrued and unpaid Junior Servicing Fees to the end of the preceding Collection Period, for the payment thereof; and (9xi) ELEVENTH, any remaining amount shall be distributed to the Seller, provided that the Seller shall first reimburse the Servicer for any unreimbursed amounts paid by the Servicer pursuant to Section 2.16, Section 2.17 or Section 13.9 together with interest thereon at a per annum rate of interest equal to LIBOR plus 2.00% from and including the date such payment was made to but not including the date of such reimbursement.

Settlement Procedures During the Amortization Period. (a) On each Payment Date during an the Amortization Period (whether prior to or following the Revolving Period), the Servicer shall direct the Collateral Custodian Trustee to pay pursuant to the Monthly Servicing Report (and the Trustee shall make payment, in reliance on the information set forth in such Servicing Report) to the following Persons, from (i) from the Collection Account, to the extent of Available Funds, and (ii) from Servicer Advances of Scheduled Payments, if any, received with respect to the immediately preceding Collection Period, the following amounts in the following order of priority: (1i) FIRST, pro rata to each Hedge Counterparty, any amounts, (including other than any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transaction in an amount not to exceed $250,000 in the aggregate for all Hedging Agreements)Costs, owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; (ii) SECOND, to the extent not paid for by the Servicer, pro rata to the Trustee and Backup Servicer, (2) in an amount equal to any accrued and unpaid Trustee Fees, Backup Servicing Fees and Transition Expenses, and (b) incurred but unreimbursed reasonable third-party, out-of-pocket expenses relating to their respective duties as Trustee or as Backup Servicer hereunder, in respect of which the Trustee or the Backup Servicer or the Trustee, as applicable, has provided prior written notice to the Servicer and the Administrative Agent, for the payment thereof; provided that amounts payable pursuant to clause (b) shall not exceed $5,000 for any Payment Date; (iii) THIRD, to the Servicer, in an amount equal to any unreimbursed Servicer AdvancesAdvances (but solely to the extent of Collections in respect of the Asset for which such Servicer Advance was made), for the payment thereof; (3) to the Servicer, in an amount equal to any accrued and unpaid Servicing Fees to the end of the preceding Collection Period, for the payment thereof; (4) to the extent not paid for by the Originator, pro rata to the Backup Servicer and the Collateral Custodian, in an amount equal to any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenses, for the payment thereof; (5) to the Administrative Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each Purchaser, in an amount equal to any accrued and unpaid Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (6) to the Administrative Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each Purchaser, in an amount necessary to reduce the Advances Outstanding and all other Aggregate Unpaids to zero, for the payment thereof; (7) pro rata to each Hedge Counterparty, any Hedge Breakage Costs and payments due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement to the extent not reimbursed pursuant to clause (1) above, for the payment thereof; (8) to the Administrative Agent, the applicable Purchasers, the Backup Servicer, the Collateral Custodian, the Affected Parties, the Indemnified Parties or the Secured Parties, pro rata in accordance with the amount owed to such Person under this clause (8), all other amounts, including Increased Costs but other than Advances Outstanding, then due under this Agreement, for the payment thereof; and (9) any remaining amount shall be distributed to the Seller.

Settlement Procedures During the Amortization Period. (a) On each Payment Date during an the Amortization Period (whether prior to or following the Revolving Period), the Servicer shall direct the Collateral Custodian Trustee to pay pursuant to the Monthly Servicing Report to (and the following Persons, (i) Trustee shall make payment from the Collection Account, Account to the extent of Available Funds, in reliance on the information set forth in such Servicing Report and (iiwithout any independent verification of such information) from Servicer Advances received with respect to the immediately preceding Collection Periodfollowing Persons, the following amounts in the following order of priority: (1) pro rata in accordance with the amounts due under this clause, to each Hedge Counterparty, any amounts, amounts (including other than any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transaction in an amount not to exceed $250,000 in the aggregate for all Hedging Agreements), Costs) owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s); (2) pro rata in accordance with the amounts due under this clause, to the extent not paid by the Originator, to the Backup Servicer and the Trustee, (a) in an amount equal to any accrued and unpaid Backup Servicing Fees, Trustee Fees and Transition Expenses, (b) to the Administrative Agent, for the benefit of each Purchaser or the Administrative Agent, as applicable, all accrued and unpaid fees and expenses (including attorneys’ fees, costs and expenses) payable by Borrower to the Administrative Agent or such Purchaser under the Transaction Documents, and (c) incurred but unreimbursed reasonable third-party, out-of-pocket expenses relating to their respective duties as Backup Servicer or Trustee hereunder, in respect of which the Backup Servicer or the Trustee, as applicable, has provided prior written notice to the Servicer and the Administrative Agent, for the payment thereof; provided that amounts payable pursuant to this clause (c) shall not exceed $15,000 for any Payment Date; (23) to the Servicer, in an amount equal to any unreimbursed Servicer Advances, Advances (but solely to the extent of Collections in respect of the Loan for the payment thereofwhich such Servicer Advance was made); (34) to the Servicer, in an amount equal to any accrued and unpaid Servicing Fees to the end of the preceding related Collection Period, for the payment thereof; (4) to the extent not paid for by the Originator, pro rata to the Backup Servicer and the Collateral Custodian, in an amount equal to any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenses, for the payment thereof; (5) to the Administrative Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by amounts due under this clause, to each PurchaserPurchaser Agent, in an amount equal to any accrued and unpaid Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (6) [Reserved]; (7) pro rata in accordance with the amounts due under subclauses (a) and (b) of this clause (7), (a) to the Administrative Agent, each Purchaser Agent for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each Purchaser, in an amount necessary to reduce the Advances Outstanding and all other Aggregate Unpaids to zero, for the payment thereof; and (7b) pro rata in accordance with the amounts due under this subclause (b), to each Hedge Counterparty, any Hedge Breakage Costs and payments due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement to (not caused by any default of the extent not reimbursed pursuant to clause (1) above, for the payment thereofHedge Counterparty or any of its Affiliates under such Hedging Agreement); (8) pro rata in accordance with the amounts due under this clause, to the Administrative Agent, each Purchaser Agent, the applicable PurchasersPurchaser, the Backup Servicer, the Collateral CustodianTrustee, the Affected Parties, the Indemnified Parties Parties, or the Secured Parties, pro rata in accordance with the amount owed to such Person under this clause (8), all other amounts, including including, without duplication, any Hedge Breakage Costs owing to each Hedge Counterparty under its respective Hedging Agreement (caused by any default of the Hedge Counterparty or any of its Affiliates under such Hedging Agreement), Increased Costs but other than Advances OutstandingCosts, Taxes or Indemnified Amounts then due under this Agreement; (9) to the Servicer, for in an amount equal to the payment thereofsum of (i) any unreimbursed Servicer Advances, to the extent not paid pursuant to clause (2) above, and (ii) any Nonrecoverable Advance; (10) to Wachovia Bank, National Association, on account of any due and payable “Obligations” under and as defined in the CP Funding II Financing, to the extent a claim has been made therefor under the Borrower Guaranty; and (911) any remaining amount amounts shall be distributed to the SellerBorrower.

Settlement Procedures During the Amortization Period. (a) On each Payment Date during an the Amortization Period (whether prior to or following the Revolving Period), the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Report to the following Persons, from (i) from the Collection Account, to the extent of Available Funds, and (ii) from Servicer Advances received with respect to the immediately preceding Collection Period, the following amounts in the following order of priority: (1) FIRST, pro rata to each Hedge Counterparty, any amounts, (including any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transaction in an amount not to exceed $250,000 in the aggregate for all Hedging Agreements), owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; (2) SECOND, to the Servicer, in an amount equal to any unreimbursed Servicer Advances, for the payment thereof; (3) THIRD, to the Servicer, in an amount equal to any accrued and unpaid Servicing Fees to the end of the preceding Collection Period, for the payment thereof; (4) FOURTH, to the extent not paid for by the Originator, pro rata to the Backup Servicer and the Collateral Custodian, in an amount equal to any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenses, for the payment thereof; (5) FIFTH, to the Administrative each Purchaser Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each for the account of the applicable Purchaser, in an amount equal to any accrued and unpaid Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (6) SIXTH, to the Administrative each Purchaser Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each for the account of the applicable Purchaser, in an amount necessary to reduce the Advances Outstanding and all other Aggregate Unpaids to zero, for the payment thereof; (7) SEVENTH, to each Purchaser Agent, if the Required Advance Reduction Amount is greater than zero or an Overcollateralization Shortfall Exists, an amount necessary to reduce the Required Advance Reduction Amount to zero and an amount necessary to cure such Overcollateralization Shortfall, pro rata in accordance with the amount of Advances Outstanding hereunder for the account of the applicable Purchaser, for the payment thereof; (8) EIGHTH, if any Required Equity Shortfall exists, an amount necessary to cure such Required Equity Shortfall, to the Excess Spread Account, for the payment thereof; (9) NINTH, pro-rata to each Hedge Counterparty, any Hedge Breakage Costs and payments due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement to the extent not reimbursed pursuant to clause (1) FIRST above, for the payment thereof; (8) 10) TENTH, to the Administrative Agent, each Purchaser Agent, the applicable PurchasersPurchaser, the Backup Servicer, the Collateral Custodian, the Affected Parties, the Indemnified Parties or the Secured Parties, pro rata in accordance with the amount owed to such Person under this clause (8)TENTH clause, all other amounts, including Increased Costs but other than Advances Outstanding, then due under this Agreement, for the payment thereof; and (911) ELEVENTH, any remaining amount shall be distributed to the Seller.

Settlement Procedures During the Amortization Period. (a) On each Payment Date during an the Amortization Period (whether prior to or following the Revolving Period), the Servicer shall direct the Collateral Custodian Collection Account Bank, subject to the consent of the Administrative Agent, to pay pursuant to the Monthly Servicing Report to (and the following Persons, (i) Collection Account Bank shall make payment from the Collection Account, Account to the extent of Available Funds, and (iiFunds in reliance on the information set forth in such Servicing Report) from Servicer Advances received with respect to the immediately preceding Collection Periodfollowing Persons, the following amounts in the following order of priority: (1) pro rata to each any Hedge Counterparty, if applicable, amounts due under any amountsoutstanding Hedging Agreement (other than breakage costs); (2) pro rata in accordance with the amounts due under this clause, to the Backup Servicer, the Collateral Custodian, the Lockbox Bank and the Collection Account Bank in an amount equal to (including a) any Hedge Breakage Costs accrued and any payments due in respect of the termination of any Hedge Transaction in unpaid Backup Servicing Fees, Collateral Custodian Fees, Collection Account Bank Fees, Lockbox Bank Fees and Transition Expenses, and (b) up to an amount not to exceed $250,000 100,000 in the aggregate for all Hedging Agreements)since the Closing Date, owing incurred but unreimbursed reasonable third-party, out-of-pocket expenses relating to that Hedge Counterparty under its their respective Hedging Agreement duties as Backup Servicer, Collateral Custodian, the Lockbox Bank or Collection Account Bank hereunder, in respect of any Hedge Transaction(s)which the Backup Servicer, for the payment thereof; (2) Collateral Custodian, the Lockbox Bank and the Collection Account Bank, as applicable, has provided prior written notice to the Servicer, in an amount equal to any unreimbursed Servicer Advancesand the Administrative Agent, for the payment thereof; (3) pro rata in accordance with the amounts due under this clause, to the Servicer, in an amount equal to any accrued and unpaid Servicing Fees to and, if Lyon becomes the end Successor Servicer, with the prior written consent of the preceding Collection PeriodAdministrative Agent, for the payment thereofany unreimbursed out-of-pocket expenses of such Successor Servicer; (4) to the extent not paid for by the Originator, pro rata to the Backup Servicer and the Collateral Custodian, in an amount equal to any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenses, for the payment thereof; (5) to the Administrative Agent, for the account on behalf of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each PurchaserLenders, in an amount equal to any accrued and unpaid Interest, Program the Unused Fee, Structuring and Agency Fee, Commitment the Make-Whole Fee and Breakage Costsany other fees, for expenses or other amounts due and payable to the payment thereofAdministrative Agent; (5) to each applicable Hedge Counterparty, any unpaid fees, expenses or amounts owed as a consequence of an event of default or termination event under an outstanding Hedging Agreement or otherwise due upon termination of such Hedging Agreement; (6) to the Administrative Agent, for the account of the each applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each PurchaserLender, in an amount necessary to reduce the Advances Outstanding and all other Aggregate Unpaids to zero, for the payment thereof; (7) pro rata to each Hedge Counterparty, any Hedge Breakage Costs and payments due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement to the extent not reimbursed pursuant to paid in clause (12) above, for pro rata in accordance with the payment thereof; (8) amounts due under this clause to the Administrative Agent, the any applicable PurchasersLender, the Backup Servicer, the Collateral Custodian, the Affected PartiesLockbox Bank, the Collection Account Bank, the Successor Servicer, the Indemnified Parties or the Secured Parties, all other amounts, including any Increased Costs, Taxes or Indemnified Amounts, then due under this Agreement or the other Transaction Documents; (8) pro rata in accordance with the amount owed to such Person under this clause (8), all other amounts, including Increased Costs but other than Advances Outstanding, then amounts due under this Agreementclause, for to any Successor Servicer, any reimburseable expenses of such Successor Servicer and to the payment thereofServicer (and any Successor Servicer), any outstanding, unreimbursed Liquidation Expenses; and (9) any remaining amount amounts shall be distributed to the SellerBorrower.

Settlement Procedures During the Amortization Period. (a) On each Payment Date during an the Amortization Period (whether prior to or following the Revolving Period), the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Report to the following Persons, from (i) from the Collection Account, to the extent of Available Funds, and (ii) from Servicer Advances received with respect to the immediately preceding Collection Period, the following amounts in the following order of priority: (1) pro rata to each Hedge CounterpartyFIRST, any amounts, (including any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transaction in an amount not to exceed $250,000 in the aggregate for all Hedging Agreements), owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; (2) to the Servicer, in an amount equal to any unreimbursed Servicer Advances, for the payment thereof; (32) SECOND, to the Servicer, in an amount equal to any accrued and unpaid Servicing Fees to the end of the preceding Collection Period, for the payment thereof; (43) THIRD, to the extent not paid for by the Originator, pro rata to the Backup Servicer and the Collateral Custodian, in an amount equal to any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenses, for the payment thereof; (54) FOURTH, to the Administrative Purchaser Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each Purchaser, in an amount equal to any accrued and unpaid Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (65) FIFTH, to the Administrative Purchaser Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each Purchaser, in an amount necessary to reduce the Advances Outstanding and all other Aggregate Unpaids to zero, for the payment thereof; (76) pro rata to each Hedge CounterpartySIXTH, any Hedge Breakage Costs and payments due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement to the extent not reimbursed pursuant Purchaser Agent, if the Required Advance Reduction Amount is greater than zero, an amount necessary to clause (1) abovereduce the Required Advance Reduction Amount to zero, for the payment thereof; (8) 7) SEVENTH, to the Administrative Agent, the applicable PurchasersPurchaser Agent, the Purchaser, the Backup Servicer, the Collateral Custodian, the Affected Parties, the Indemnified Parties or the Secured Parties, pro rata in accordance with the amount owed to such Person under this clause (8)SEVENTH clause, all other amounts, including Increased Costs but amounts (other than Advances Outstanding, ) then due under this Agreement, for the payment thereof; and (9) 8) EIGHTH, any remaining amount shall be distributed to the Seller.

Settlement Procedures During the Amortization Period. (a) On each Payment Date during an the Amortization Period (whether prior to or following the Revolving Period), the Servicer shall direct the Collateral Custodian Collection Account Bank, subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed for the purpose of causing the Borrower to default on its payment obligations hereunder), to pay pursuant to the Monthly Servicing Report to (and the following Persons, (i) Collection Account Bank shall make payment from the Collection Account (or from the Split-Funded Loan Collection Account, as applicable) to the extent of Available FundsFunds (and Guarantor Payments, and (iiif applicable) from Servicer Advances received with respect in reliance on the information set forth in such Servicing Report) to the immediately preceding Collection Periodfollowing Persons, the following amounts in the following order of priority: (1) pro rata in accordance with the amounts due under this clause and to each Hedge Counterpartythe extent not paid by the Originator, to the Backup Servicer, the Trustee, the Collection Account Bank and the Special Servicer in an amount equal to (a) any amountsaccrued and unpaid Backup Servicing Fees, Trustee Fees, Collection Account Bank Fees, Transition Expenses and Special Servicer Fees and Expenses (including any Hedge Breakage Costs if applicable), and any payments due (b) incurred but unreimbursed reasonable third-party, out-of-pocket expenses relating to their respective duties as Backup Servicer, Trustee or Collection Account Bank hereunder, in respect of which the termination of any Hedge Transaction in an amount not Backup Servicer, the Trustee, the Lockbox Bank and the Collection Account Bank, as applicable, has provided prior written notice to exceed $250,000 in the aggregate for all Hedging Agreements), owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s)Servicer and the Administrative Agent, for the payment thereof; provided that amounts payable pursuant to this clause (b) shall not exceed $10,000 for any Payment Date; (2) to the extent not paid by the Obligors or the Originator, to the Lockbox Banks any Lockbox Bank Fees then due and owing; (3) to the Servicer, in an amount equal to any unreimbursed Servicer Advances, Servicing Advances (but solely to the extent of Collections in respect of the Loan for the payment thereofwhich such Servicing Advance was made); (34) to the Servicer, in an amount equal to any accrued and unpaid Servicing Fees to the end and any reimburseable expenses of the preceding Collection Period, for the payment thereof; (4) to the extent not paid for by the Originator, pro rata to the Backup Servicer and the Collateral Custodian, in an amount equal to any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenses, for the payment thereofSuccessor Servicer; (5) to the Administrative Agent, for the account on behalf of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each PurchaserLenders, in an amount equal to any accrued and unpaid Interest, Program FeeMake-Whole Fee (if any), Structuring and Agency Fee, Commitment Administrative Agent Fee and Breakage Costs, for the payment thereofany other fees or expenses due and payable; (6) to the Administrative Agent, for the account of the each applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each PurchaserLender, in an amount necessary to reduce the Advances Outstanding and all other Aggregate Unpaids to zero, for the payment thereof; (7) pro rata in accordance with the amounts due under this clause to each Hedge Counterparty, any Hedge Breakage Costs and payments due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement to the extent not reimbursed pursuant to clause (1) above, for the payment thereof; (8) to the Administrative Agent, the applicable Purchasers, the Backup Servicer, the Collateral CustodianTrustee, the Affected PartiesLockbox Bank, the Collection Account Bank, the Successor Servicer, the Indemnified Parties or the Secured Parties, pro rata in accordance with the amount owed to such Person under this clause (8), all other amounts, including any Increased Costs but other than Advances OutstandingCosts, Taxes or Indemnified Amounts then due under this Agreement; (8) to the Servicer, for in an amount equal to any unreimbursed Servicing Advances, to the payment thereofextent not paid pursuant to clause (3) above; and (9) any remaining amount amounts shall be distributed to the SellerBorrower (and the Borrower shall be permitted to, among other things, further distribute such amounts to its Affiliates (including the Servicer) or its members at its discretion). Notwithstanding the above or anything herein to the contrary, 50% of the WF Borrower Portfolio Loan Amounts shall be paid from the Split-Funded Loan Collection Account to the deposit account specified by the WF Agent in accordance with the terms and provisions of the Intercreditor Agreement.

Settlement Procedures During the Amortization Period. (a) On each Payment Date during an the Amortization Period (whether prior to or following the Revolving Period), the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Report to the following Persons, (i) from the Collection Account, to the extent of Available Funds, (ii) in the case of payments solely for purposes of clause (6), from the Excess Spread Account to the extent of any amounts on deposit therein, and (iiiii) from Servicer Advances received with respect to the immediately preceding Collection Period, the following amounts in the following order of priority: (1) pro rata to each Hedge Counterparty, any amounts, (including any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transaction in an amount not to exceed $250,000 in the aggregate for all Hedging Agreements), owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; (2) to the Servicer, in an amount equal to any unreimbursed Servicer Advances, for the payment thereof; (3) to the Servicer, in an amount equal to any accrued and unpaid Servicing Fees to the end of the preceding Collection Period, for the payment thereof; (4) to the extent not paid for by the Originator, pro rata to the Backup Servicer and the Collateral Custodian, in an amount equal to any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenses, for the payment thereof; (5) to the Administrative each Purchaser Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each for the account of the applicable Purchaser, in an amount equal to any accrued and unpaid Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (6) to the Administrative each Purchaser Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each for the account of the applicable Purchaser, in an amount necessary to reduce the Advances Outstanding and all other Aggregate Unpaids to zero, for the payment thereof; (7) pro rata to each Hedge Counterparty, any Hedge Breakage Costs and payments due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement to the extent not reimbursed pursuant to clause (1) above, for the payment thereof; (8) to the Administrative Agent, each Purchaser Agent, the applicable PurchasersPurchaser, the Backup Servicer, the Collateral Custodian, the Affected Parties, the Indemnified Parties or the Secured Parties, pro rata in accordance with the amount owed to such Person under this clause (8), all other amounts, including Increased Costs but other than Advances Outstanding, then due under this Agreement, for the payment thereof; and (9) any remaining amount shall be distributed to the Seller.

Settlement Procedures During the Amortization Period. (a) On each Payment Date during an the Amortization Period (whether prior to or following the Revolving Period), the Servicer shall direct the Collateral Custodian Trustee to pay pursuant to the Monthly Servicing Report (and the Trustee shall make payment, in reliance on the information set forth in such Servicing Report) to the following Persons, from (i) from the Collection Account, to the extent of Available Funds, and (ii) from Servicer Advances of Scheduled Payments, if any, received with respect to the immediately preceding Collection Period, the following amounts in the following order of priority: (1i) FIRST, pro rata to each Hedge Counterparty, any amounts, (including other than any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transaction in an amount not to exceed $250,000 in the aggregate for all Hedging AgreementsTransaction), owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; (ii) SECOND, to the extent not paid for by the Servicer, pro rata to the Trustee and Backup Servicer, (2) in an amount equal to any accrued and unpaid Trustee Fees, Backup Servicing Fees and Transition Expenses, and (b) incurred but unreimbursed reasonable third-party, out- of-pocket expenses relating to their respective duties as Trustee or as Backup Servicer hereunder, in respect of which the Trustee or the Backup Servicer or the Trustee, as applicable, has provided prior written notice to the Servicer and the Administrative Agent, for the payment thereof; provided, that amounts payable pursuant to clause (b) shall not exceed $5,000 for any Payment Date; (iii) THIRD, to the Servicer, in an amount equal to any unreimbursed Servicer AdvancesAdvances (but solely to the extent of Collections in respect of the Asset for which such Servicer Advance was made), for the payment thereof; (3iv) FOURTH, to the Servicer, in an amount equal to any accrued and unpaid Servicing Fees to the end of the preceding Collection Period, for the payment thereof; (4v) FIFTH, to each Purchaser Agent (or, at the extent not paid for by the Originatordirection of any Purchaser Agent, pro rata to the Backup Servicer such Purchaser Agent’s Purchaser) and the Collateral CustodianSwingline Purchaser, in an amount equal to any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenses, for the payment thereof; (5) to the Administrative Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each for the account of the applicable Purchaser, in an amount equal to any accrued and unpaid Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (6vi) SIXTH, pro rata in accordance with the amounts payable under clauses (a) and (b) hereof, (a) to each Purchaser Agent (or, at the Administrative direction of any Purchaser Agent, for to such Purchaser Agent’s Purchaser) and the account of the applicable Purchasers Swingline Purchaser, pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each for the account of the applicable Purchaser, in an amount necessary to reduce the Advances Outstanding and all other Aggregate Unpaids to zero, for the payment thereof; and (7b) pro rata to each Hedge CounterpartyCounterparty and without duplication, any Hedge Breakage Costs and payments due in respect of the termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement to the extent not reimbursed pursuant to clause (1) FIRST above, for the payment thereof, provided, however, that Hedge Breakage Costs and payments due in respect of the termination of any Hedge Transaction resulting from the nonperformance by a Hedge Counterparty shall not be paid pro rata with the other amounts set forth in clauses (a) and (b) above but rather shall be paid to the applicable Hedge Counterparty only after such other amounts set forth in clauses (a) and (b) above shall have been paid; (8) vii) SEVENTH, to the Administrative Agent, each Purchaser Agent (or, at the direction of any Purchaser Agent, to such Purchaser Agent’s Purchaser), the applicable PurchasersPurchaser, the Trustee, the Backup Servicer, the Collateral Custodian, the Affected Parties, the Indemnified Parties or the Secured Parties, pro rata in accordance with the amount owed to such Person under this clause (8)SEVENTH clause, all other amounts, including Increased Costs but other than Advances Outstanding, then due under this Agreement, and reasonable third-party out-of-pocket expenses relating to their respective duties as Trustee or as Backup Servicer hereunder to the extent not paid pursuant to clause SECOND above in respect of which the Trustee or the Backup Servicer, as applicable, has provided prior written notice to the Servicer and the Administrative Agent, for the payment thereof; (viii) EIGHTH, to the Servicer, in an amount equal to the sum of (i) any unreimbursed Servicer Advances, to the extent not paid pursuant to clause THIRD above, and (ii) any Nonrecoverable Advance for the payment thereof; and (9ix) NINTH, to the Originator, in an amount equal to the accrued and unpaid Hedge Guaranty Fee; (x) TENTH, any remaining amount shall be distributed to the Seller, provided, that the Seller shall first reimburse the Servicer for any unreimbursed amounts paid by the Servicer pursuant to Section 2.16, Section 2.17 or Section 13.9 together with interest thereon at a per annum rate of interest equal to LIBOR plus 2.00% from and including the date such payment was made to but not including the date of such reimbursement.

Settlement Procedures During the Amortization Period. (a) On each Payment Date during an the Amortization Period (whether prior to or following the Revolving Period), the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Report to the following Persons, from (i) from the Collection Account, to the extent of Available Funds, and (ii) from Servicer Advances received with respect to the immediately preceding Collection Period, the following amounts in the following order of priority: (1i) FIRST, pro rata to each Hedge Counterparty, any amounts, (including any Hedge Breakage Costs and any payments due in respect of the termination of any Hedge Transaction in an amount not to exceed $250,000 in the aggregate for all Hedging Agreements), owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereof; (2ii) SECOND, to the Servicer, in an amount equal to any unreimbursed Servicer Advances, for the payment thereof; (3iii) THIRD, to the Servicer, in an amount equal to any accrued and unpaid Servicing Fees and Revolving Servicing Fees to the end of the preceding Collection Period, for the payment thereof; (4iv) FOURTH, to the extent not paid for by the Originator, pro rata to the Backup Servicer and the Collateral Custodian, in an amount equal to any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenses, for the payment thereof; (5v) FIFTH, to each Purchaser Agent and the Administrative AgentSwingline Purchaser, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each for the account of the applicable Purchaser, in an amount equal to any accrued and unpaid Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (6vi) SIXTH, to each Purchaser Agent and the Administrative AgentSwingline Purchaser, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each for the account of the applicable Purchaser, in an amount necessary to reduce the Advances Outstanding and all other Aggregate Unpaids to zero, for the payment thereof; (7vii) SEVENTH, to each Purchaser Agent, if the Required Advance Reduction Amount is greater than zero or an Overcollateralization Shortfall Exists, an amount necessary to reduce the Required Advance Reduction Amount to zero and an amount necessary to cure such Overcollateralization Shortfall, pro rata in accordance with the amount of Advances Outstanding hereunder for the account of the applicable Purchaser, for the payment thereof; (viii) EIGHTH, if any Required Equity Shortfall exists, an amount necessary to cure such Required Equity Shortfall, to the Excess Spread Account, for the payment thereof; (ix) NINTH, pro-rata to each Hedge Counterparty, any Hedge Breakage Costs and payments due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement to the extent not reimbursed pursuant to clause (1) FIRST above, for the payment thereof; (8) x) TENTH, to the Administrative Agent, each Purchaser Agent, the applicable PurchasersPurchaser, the Backup Servicer, the Collateral Custodian, the Affected Parties, the Indemnified Parties or the Secured Parties, pro rata in accordance with the amount owed to such Person under this clause (8)TENTH clause, all other amounts, including Increased Costs but other than Advances Outstanding, then due under this Agreement, for the payment thereof; and (9xi) ELEVENTH, any remaining amount shall be distributed to the Seller.

Settlement Procedures During the Amortization Period. (a) On each Payment Date during an the Amortization Period (whether prior to or following the Revolving Period), the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Servicing Report to (and the following Persons, (i) Collateral Custodian shall make payment from the Collection Account, Account to the extent of Available Funds, and (iiFunds in reliance on the information set forth in such Servicing Report) from Servicer Advances received with respect to the immediately preceding Collection Periodfollowing Persons, the following amounts in the following order of priority: (1) pro rata to each Hedge Counterparty, any amountspro rata, (based on the respective amounts owed under all Interest Rate Hedge Transactions related thereto, including any unpaid Hedge Breakage Costs and any payments due in with respect of the termination of any Hedge Transaction in an amount not to exceed $250,000 in the aggregate for all Hedging Agreements), owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereofthereto; (2) (A) first, to the each Sub-Servicer, in an amount equal to the lesser of (I) any unreimbursed accrued and unpaid Sub-Servicer AdvancesFees and (II) an amount equal to the Servicing Fees accrued with respect to the Receivables subserviced by the applicable Sub-Servicer and (B) second, for the payment thereof; (3) to the Servicer, in an amount equal to any accrued and unpaid Servicing Fees (less any Sub-Servicer Fees distributed under clause (A)) and any reimburseable expenses of any successor Servicer; provided that for so long as ***** is the Servicer it shall not be entitled to the end of the preceding Collection Period, for the payment thereofany Servicing Fees pursuant to this clause (2); (43) pro rata in accordance with the amounts due under this clause and to the extent not paid for by the Originator, pro rata to the Backup Servicer and the Collateral Custodian, pro rata, in an amount equal to (i) any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenses, and (ii) incurred but unreimbursed reasonable third-party, out-of-pocket expenses relating to their respective duties as Backup Servicer or Collateral Custodian hereunder, in respect of which the Backup Servicer or the Collateral Custodian, as applicable, has provided prior written notice setting forth such expenses in reasonable detail to the Servicer and the Administrative Agent, for the payment thereof; provided that amounts payable pursuant to this sub-clause (ii) shall not exceed $5,000 for any Payment Date; (4) to the Administrative Agent, on behalf of the Lenders, in an amount equal to any accrued and unpaid Interest, Unused Fee and any other fees or expenses due and payable to the Lenders hereunder; (5) to the Administrative Agent, for the account of each applicable Lender, an amount necessary to reduce the applicable Purchasers pro rata in accordance with Loans Outstanding and other Aggregate Unpaids payable to the amount of Advances Outstanding Lender hereunder to zero; (or portions thereof6) held by each Purchaserto *****, for so long as it is the Servicer, in an amount equal to any accrued and unpaid Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; Servicing Fees (6less any Sub-Servicer Fees period pursuant to clause(2)(A) to the Administrative Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each Purchaser, in an amount necessary to reduce the Advances Outstanding and all other Aggregate Unpaids to zero, for the payment thereofabove); (7) pro rata in accordance with the amounts due under this clause, to each Hedge Counterparty, any Hedge Breakage Costs and payments due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement to the extent not reimbursed pursuant to clause (1) above, for the payment thereof; (8) to the Administrative Agent, the applicable Purchasers, the Backup Servicer, the Collateral Custodian, the Affected Partiesany successor Servicer, the Indemnified Parties or the Secured Parties, pro rata in accordance with the amount owed to such Person under this clause (8), all other amounts, including any Increased Costs but other than Advances OutstandingCosts, then due under this Agreement, for the payment thereofTaxes or Indemnified Amounts; and (9) 8) any remaining amount amounts shall be distributed to the SellerBorrowers as directed by the Servicer.