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

Settlement Procedures During the Revolving Period. (a) On each Payment Date during the Revolving Period, the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Report to the following Persons, from (1) the Collection Account, to the extent of Available Funds, and (2) 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, (other than any Hedge Breakage Costs and any payments due in respect of the termination of any Hedging Transaction), 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 (including Interest payable on any prior Payment Date and related interest thereon), 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, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (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, 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. (b) On the terms and conditions hereinafter set forth, from time to time during the Revolving Period, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collections Account (following payment of the Required Advance Reduction Amount under clause (6) of subsection (a) above), withdraw such funds for the purpose of reinvesting in additional Eligible Assets listed on the Asset List, provided the following conditions are satisfied: (i) all conditions precedent set forth in Section 3.2(b) have been satisfied; (ii) the Servicer provides same day written notice to the Administrative Agent and Collateral Custodian by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on such day) of the request to withdraw Principal Collections and the amount thereof; (iii) the notice required in clause (ii) above shall be accompanied by a Borrowing Notice in the form of Exhibit A-2 and a Borrowing Base Certificate and the same are executed by the Seller and at least one Responsible Officer of the Servicer; (iv) the Collateral Custodian provides to the Administrative Agent by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on that same date) a statement reflecting the total amount on deposit on such day in the Principal Collections Account; and (v) upon the satisfaction of the conditions set forth in clauses (i) through (iv) above, and the Administrative Agent’s confirmation of available funds, the Administrative Agent will instruct the Collateral Custodian by facsimile on such day to release funds from the Principal Collections Account to the Servicer in an amount not to exceed the lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collections Account on such day.

Settlement Procedures During the Revolving Period. (a) On each Payment Date during the Revolving Period, the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Report to the following Persons, from (1) the Collection Account, to the extent of Available Funds, and (2) Servicer Advances received with respect to the immediately preceding Collection PeriodPeriod that ended on the last day of the calendar month immediately preceding the calendar month in which such Payment Date occurs, the following amounts in the following order of priority: (1) pro rata to each Hedge Counterparty, any amounts, (other than any Hedge Breakage Costs and any payments due in respect of the termination of any Hedging Transaction), 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 (including but only in an amount based on an Interest payable on any prior Payment Date and related interest thereonRate 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) following the occurrence of a Termination Event, to the Administrative each Purchaser Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder for the account of the applicable Purchaser, in an amount necessary to reduce the Advances Outstanding and Aggregate Unpaids to zero, for the payment thereof; (or portions thereof7) held by to each PurchaserPurchaser 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; (78) 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; (9) 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, for the payment thereof; (8) 10) 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)10), all other amounts, including Increased Costs but other than Advances Outstanding, then due under this Agreement, for the payment thereof; (11) to the Collateral Custodian, for deposit into the Treasury Securities Account an amount equal to the Treasury Reserve Amount as of such Payment Date; and (912) any remaining amount shall be distributed to the Seller. (b) On the terms and conditions hereinafter set forth, from time to time during the Revolving Period, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collections Account (following payment of the Required Advance Reduction Amount under clause (6) of subsection (a) above)Account, withdraw such funds for the purpose of reinvesting in additional Eligible Assets listed on the Asset ListAssets, provided the following conditions are satisfied: (i) all conditions precedent set forth in Section 3.2(b) have been satisfied; (ii) the Servicer provides same day written notice to the Administrative Agent and Collateral Custodian by facsimile (to be received no later than 2:00 p.m. (New York CityCharlotte, New York North Carolina time) on such day) of the request to withdraw Principal Collections and the amount thereof; (iii) the notice required in clause (ii) above shall be accompanied by a Borrowing Notice in the form of Exhibit A-2 and a Borrowing Base Certificate and the same are executed by the Seller and at least one Responsible Officer of the Servicer; (iv) the Collateral Custodian provides to the Administrative Agent by facsimile (to be received no later than 2:00 p.m. (New York CityCharlotte, New York North Carolina time) on that same date) a statement reflecting the total amount on deposit on such day in the Principal Collections Account; and (v) upon the satisfaction of the conditions set forth in clauses (i) through (iv) above, and the Administrative Agent’s confirmation of available funds, the Administrative Agent will instruct the Collateral Custodian by facsimile on such day to release funds from the Principal Collections Account to the Servicer in an amount not to exceed the lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collections Account on such day.

Settlement Procedures During the Revolving Period. (a) On each Payment Date during the Revolving Period, the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Report to the following Persons, from (1) the Collection Account, to the extent of Available Funds, and (2) Servicer Advances received with respect to the immediately preceding Collection PeriodPeriod that ended on the last day of the calendar month immediately preceding the calendar month in which such Payment Date occurs, the following amounts in the following order of priority: (1) pro rata to each Hedge Counterparty, any amounts, (other than any Hedge Breakage Costs and any payments due in respect of the termination of any Hedging Transaction), 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 (including Interest payable on any prior Payment Date and related interest thereon)Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (6) to the Administrative each Purchaser Agent, for if either the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder (Required Advance Reduction Amount or portions thereof) held by each Purchaser, if the Adjusted Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount or Adjusted Required Advance Reduction Amount, as applicable, to zero, pro rata in accordance with the amount of Adjusted Advances Outstanding hereunder for the account of the applicable Purchaser, 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, 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. (b) On the terms and conditions hereinafter set forth, from time to time during the Revolving Period, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collections Account (following payment of the Required Advance Reduction Amount under clause (6) of subsection (a) above)Account, withdraw such funds for the purpose of reinvesting in additional Eligible Assets listed on the Asset ListAssets, provided the following conditions are satisfied: (i) all conditions precedent set forth in Section 3.2(b) have been satisfied; (ii) the Servicer provides same day written notice to the Administrative Agent and Collateral Custodian by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on such day) of the request to withdraw Principal Collections and the amount thereof; (iii) the notice required in clause (ii) above shall be accompanied by a Borrowing Notice in the form of Exhibit A-2 and a Borrowing Base Certificate and the same are executed by the Seller and at least one Responsible Officer of the Servicer; (iv) the Collateral Custodian provides to the Administrative Agent by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on that same date) a statement reflecting the total amount on deposit on such day in the Principal Collections Account; and (v) upon the satisfaction of the conditions set forth in clauses (i) through (iv) above, and the Administrative Agent’s confirmation of available funds, the Administrative Agent will instruct the Collateral Custodian by facsimile on such day to release funds from the Principal Collections Account to the Servicer in an amount not to exceed the lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collections Account on such day.

Settlement Procedures During the Revolving Period. (a) On By 11:00 a.m. on each Payment Date during the Revolving Period, the Servicer Trustee shall direct the Collateral Custodian to pay pursuant to the Monthly Report to the following Persons, from (1) the Collection Account, based solely upon the information contained in the Monthly Report, to the extent of Available Funds, and (2) 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, in an amount equal to any amounts, (other than any Hedge Breakage Costs accrued and any payments due in respect of the termination of any Hedging Transaction), owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s)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 2.8(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, in an amount equal to any accrued and unpaid Servicing Fees Fees; (vi) SIXTH, to the end Servicer, in an amount equal to any Reimbursable Servicer Advances, for the payment thereof, and to the 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 and excluding any Transition Costs) 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 SIXTH shall not exceed $7,500; (vii) SEVENTH, to the Lender, an amount equal to any Interest and Unused Fee then due, for the payment thereof; (4viii) EIGHTH, to the extent not paid for by payment of the Originatoramounts set forth in clauses (A) and (B) on a pari passu basis: (A) the Lender, pro rata to the Backup Servicer and the Collateral Custodian, in an amount equal to the Required Advance Reduction Amount, and (B) each Hedge Counterparty, pro rata, any Hedge Breakage Cost owing under the related Hedge Agreements due to any reason other than a Hedge Counterparty Default, and interest accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expensesthereon, for the payment thereof; (5ix) NINTH, to the Administrative AgentAffected Parties, for the account of the applicable Purchasers pro rata in accordance with the amount owed to such Person in respect of Advances Outstanding hereunder (or portions thereof) held by each Purchaser, in an amount equal to any accrued Increased Costs and unpaid Interest (including Interest payable on any prior Payment Date and related interest thereon), Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage CostsTaxes, for the payment thereof; (6x) TENTH, 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, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (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, for the payment thereof; (8) 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)TENTH, 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. (b) On the terms and conditions hereinafter set forth, from time to time during the Revolving Period, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collections Account (following payment of the Required Advance Reduction Amount under clause (6) of subsection (a) above), withdraw such funds for the purpose of reinvesting in additional Eligible Assets listed on the Asset List, provided the following conditions are satisfied: (i) all conditions precedent set forth in Section 3.2(b) have been satisfied; (ii) the Servicer provides same day written notice to the Administrative Agent and Collateral Custodian by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on such day) of the request to withdraw Principal Collections and the amount thereof; (iii) the notice required in clause (ii) above shall be accompanied by a Borrowing Notice in the form of Exhibit A-2 and a Borrowing Base Certificate and the same are executed by the Seller and at least one Responsible Officer of the Servicer; (iv) the Collateral Custodian provides to the Administrative Agent by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on that same date) a statement reflecting the total amount on deposit on such day in the Principal Collections Account; and (v) upon the satisfaction of the conditions set forth in clauses (i) through (iv) above, and the Administrative Agent’s confirmation of available funds, the Administrative Agent will instruct the Collateral Custodian by facsimile on such day to release funds from the Principal Collections Account to the Servicer in an amount not to exceed the lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collections Account on such day.

Settlement Procedures During the Revolving Period. (a) On each Payment Date during the Revolving Period, the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Report to the following Persons, from (1) the Collection Account, to the extent of Available Funds, and (2) Servicer Advances received with respect to the immediately preceding Collection PeriodPeriod that ended on the last day of the calendar month immediately preceding the calendar month in which such Payment Date occurs, the following amounts in the following order of priority: (1i) FIRST, pro rata to each Hedge Counterparty, any amounts, (other than any Hedge Breakage Costs and any payments due in respect of the termination of any Hedging Transaction), 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, if the Servicer is not CapitalSource Finance, CapitalSource, Inc. or an Affiliate of CapitalSource, Inc., Subordinated 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 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 (including Interest payable on any prior Payment Date and related interest thereon)Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (6vi) SIXTH, (i) prior to the Administrative Agentoccurrence of a Termination Event, for the account of the applicable Purchasers pro rata in accordance with the amount amounts due under subclauses (a) and (b) of Advances Outstanding hereunder this clause, (or portions thereofa) held by to each PurchaserPurchaser 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 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, for the payment thereof; or (ii) following the occurrence of a Termination Event, pro rata in accordance with the amounts due under subclauses (1) and (2) of this clause, (1) to each Purchaser Agent, pro rata in accordance with the amount of Advances Outstanding hereunder for the account of the applicable Purchaser, in an amount necessary to reduce the Advances Outstanding and Aggregate Unpaids to zero, for the payment thereof and (2) pro rata in accordance with the amounts due under this subclause (2), 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, for the payment thereof; (8) vii) SEVENTH, 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; (viii) EIGHTH, 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)EIGHTH clause, all other amounts, including Increased Costs but other than Advances Outstanding, then due under this Agreement, for the payment thereof; and (9ix) NINTH, any remaining amount shall be distributed to the Seller. (b) On the terms and conditions hereinafter set forth, from time to time during the Revolving Period, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collections Account (following payment of the Required Advance Reduction Amount under clause (6) of subsection (a) above)Account, withdraw such funds for the purpose of reinvesting in additional Eligible Assets listed on the Asset ListAssets, provided the following conditions are satisfied: (i) all conditions precedent set forth in Section 3.2(b) have been satisfied; (ii) the Servicer provides same day written notice to the Administrative Agent and Collateral Custodian by facsimile (to be received no later than 2:00 p.m. (New York CityCharlotte, New York North Carolina time) on such day) of the request to withdraw Principal Collections and the amount thereof; (iii) the notice required in clause (ii) above shall be accompanied by a Borrowing Notice in the form of Exhibit A-2 and a Borrowing Base Certificate and the same are executed by the Seller and at least one Responsible Officer of the Servicer; (iv) the Collateral Custodian provides to the Administrative Agent by facsimile (to be received no later than 2:00 p.m. (New York CityCharlotte, New York North Carolina time) on that same date) a statement reflecting the total amount on deposit on such day in the Principal Collections Account; and (v) upon the satisfaction of the conditions set forth in clauses (i) through (iv) above, and the Administrative Agent’s confirmation of available funds, the Administrative Agent will instruct the Collateral Custodian by facsimile on such day to release funds from the Principal Collections Account to the Servicer in an amount not to exceed the lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collections Account on such day.

Settlement Procedures During the Revolving Period. (a) On each Payment Date during the Revolving Period, the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Report to the following Persons, from (1) the Collection Account, to the extent of Available Funds, and (2) 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, (other than any Hedge Breakage Costs and any payments due in respect of the termination of any Hedging Transaction), 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 (including Interest payable on any prior Payment Date and related interest thereon), 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, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (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, 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. (b) On the terms and conditions hereinafter set forth, from time to time during the Revolving Period, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collections Account (following payment of the Required Advance Reduction Amount under clause (6) of subsection (a) above)Account, withdraw such funds for the purpose of reinvesting in additional Eligible Assets listed on the Asset ListAssets, provided the following conditions are satisfied: (i) all conditions precedent set forth in Section 3.2(b) have been satisfied; (ii) the Servicer provides same day written notice to the Administrative Agent and Collateral Custodian by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on such day) of the request to withdraw Principal Collections and the amount thereof; (iii) the notice required in clause (ii) above shall be accompanied by a Borrowing Notice in the form of Exhibit A-2 and a Borrowing Base Certificate and the same are executed by the Seller and at least one Responsible Officer of the Servicer; (iv) the Collateral Custodian provides to the Administrative Agent by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on that same date) a statement reflecting the total amount on deposit on such day in the Principal Collections Account; and (v) upon the satisfaction of the conditions set forth in clauses (i) through (iv) above, and the Administrative Agent’s confirmation of available funds, the Administrative Agent will instruct the Collateral Custodian by facsimile on such day to release funds from the Principal Collections Account to the Servicer in an amount not to exceed the lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collections Account on such day.

Settlement Procedures During the Revolving Period. (a) On each Payment Date during the Revolving Period, the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Servicing Report to (and the following Persons, Collateral Custodian shall make payment from (1) the Collection Account, Account to the extent of Available Funds, and (2Funds in reliance on the information set forth in such Servicing Report) 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, pro rata, based on the respective amounts owed under all Interest Rate Hedge Transactions related thereto, including any amounts, (other than any unpaid Hedge Breakage Costs and any payments due in with respect of the termination of any Hedging Transaction), 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 Fees 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 in reduction of the applicable Purchasers pro rata in accordance with Loans Outstanding, an amount equal to the amount of Advances Outstanding hereunder Required Reduction Amount, if any; (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 Servicing Fees (including Interest payable on less any prior Payment Date and related interest thereonSub-Servicer Fees paid pursuant to clause (2)(A) above), 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, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (7) pro rata to each Hedge Counterpartyin accordance with the amounts due under this clause, any Hedge Breakage Costs and payments due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement, for the payment thereof; (8) to the Administrative Agent, the any applicable PurchasersLender, 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 expenses, Increased Costs Costs, Taxes or Indemnified Amounts, but other than Advances the principal and interest of the Loans Outstanding, then due under this Agreement, for the payment thereof; and (9) 8) to the extent that, after giving effect to such release, the Maximum Outstanding Loan Amount would exceed $0, any remaining amount amounts shall be distributed to the Seller. (b) On the terms and conditions hereinafter set forth, from time to time during the Revolving Period, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collections Account (following payment of the Required Advance Reduction Amount under clause (6) of subsection (a) above), withdraw such funds for the purpose of reinvesting in additional Eligible Assets listed on the Asset List, provided the following conditions are satisfied: (i) all conditions precedent set forth in Section 3.2(b) have been satisfied; (ii) the Servicer provides same day written notice to the Administrative Agent and Collateral Custodian by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on such day) of the request to withdraw Principal Collections and the amount thereof; (iii) the notice required in clause (ii) above shall be accompanied by a Borrowing Notice in the form of Exhibit A-2 and a Borrowing Base Certificate and the same are executed Borrowers as directed by the Seller and at least one Responsible Officer of the Servicer; (iv) the Collateral Custodian provides to the Administrative Agent by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on that same date) a statement reflecting the total amount on deposit on such day in the Principal Collections Account; and (v) upon the satisfaction of the conditions set forth in clauses (i) through (iv) above, and the Administrative Agent’s confirmation of available funds, the Administrative Agent will instruct the Collateral Custodian by facsimile on such day to release funds from the Principal Collections Account to the Servicer in an amount not to exceed the lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collections Account on such day.

Settlement Procedures During the Revolving Period. (a) On each Payment Date during the Revolving Period, the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Report to the following Persons, from (1) the Collection Account, to the extent of Available Funds, and (2) Servicer Advances received with respect to the immediately preceding Collection PeriodPeriod that ended on the last day of the calendar month immediately preceding the calendar month in which such Payment Date occurs, the following amounts in the following order of priority: (1) pro rata to each Hedge Counterparty, any amounts, (other than any Hedge Breakage Costs and any payments due in respect of the termination of any Hedging Transaction), 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 (including Interest payable on any prior Payment Date and related interest thereon)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 Purchaser, 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; (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, 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. (b) On the terms and conditions hereinafter set forth, from time to time during the Revolving Period, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collections Account (following payment of the Required Advance Reduction Amount under clause (6) of subsection (a) above)Account, withdraw such funds for the purpose of reinvesting in additional Eligible Assets listed on the Asset ListAssets, provided the following conditions are satisfied: (i) all conditions precedent set forth in Section 3.2(b) have been satisfied; (ii) the Servicer provides same day written notice to the Administrative Agent and Collateral Custodian by facsimile (to be received no later than 2:00 p.m. (New York CityCharlotte, New York North Carolina time) on such day) of the request to withdraw Principal Collections and the amount thereof; (iii) the notice required in clause (ii) above shall be accompanied by a Borrowing Notice in the form of Exhibit A-2 and a Borrowing Base Certificate and the same are executed by the Seller and at least one Responsible Officer of the Servicer; (iv) the Collateral Custodian provides to the Administrative Agent by facsimile (to be received no later than 2:00 p.m. (New York CityCharlotte, New York North Carolina time) on that same date) a statement reflecting the total amount on deposit on such day in the Principal Collections Account; and (v) upon the satisfaction of the conditions set forth in clauses (i) through (iv) above, and the Administrative Agent’s confirmation of available funds, the Administrative Agent will instruct the Collateral Custodian by facsimile on such day to release funds from the Principal Collections Account to the Servicer in an amount not to exceed the lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collections Account on such day.

Settlement Procedures During the Revolving Period. (a) On each Payment Date during the Revolving Period, the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Report to the following Persons, from (1) the Collection Account, to the extent of Available Funds, and (2) Servicer Advances received with respect to the immediately preceding Collection PeriodPeriod that ended on the last day of the calendar month immediately preceding the calendar month in which such Payment Date occurs, the following amounts in the following order of priority: (1i) FIRST, pro rata to each Hedge Counterparty, any amounts, (other than any Hedge Breakage Costs and any payments due in respect of the termination of any Hedging Transaction), 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 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 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 (including Interest payable on any prior Payment Date and related interest thereon)Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (6vi) 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 Purchaser, if the Required Advance Reduction Amount is greater than zerozero or an Overcollateralization Shortfall exists, an amount necessary to reduce the Required Advance Reduction Amount to zerozero 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; (7vii) pro SEVENTH, if any Required Equity Shortfall exists, an amount necessary to cure such Required Equity Shortfall, to the Excess Spread Account, 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, 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; (x) TENTH, to each Purchaser Agent with respect to which a Required Purchaser Reduction Amount exists at such time, ratably based on all Required Purchaser Reduction Amounts, if any, outstanding at such time, an amount necessary to reduce any such Required Purchaser Reduction Amount to zero; and (9xi) ELEVENTH, any remaining amount shall be distributed to the Seller. (b) On the terms and conditions hereinafter set forth, from time to time during the Revolving Period, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collections Account Account: (following payment of the Required Advance Reduction Amount under clause (6i) of subsection (a) above), withdraw such funds for the purpose of reinvesting in additional Eligible Assets listed on the Asset ListLoans, provided the following conditions are satisfied: (i1) all conditions precedent set forth in Section 3.2(b) have been satisfied; (ii2) the Servicer provides same day written notice to the Administrative Agent and Collateral Custodian by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on such day) of the request to withdraw Principal Collections and the amount thereof; (iii3) the notice required in clause (ii) above shall be accompanied by a Borrowing Notice in the form of Exhibit A-2 and a Borrowing Base Certificate and the same are executed by the Seller and at least one (1) Responsible Officer of the Servicer; (iv4) the Collateral Custodian provides to the Administrative Agent by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on that same date) a statement reflecting the total amount on deposit on such day in the Principal Collections Account; and (v5) upon the satisfaction of the conditions set forth in clauses (i1) through (iv4) above, and the Administrative Agent’s confirmation of available funds, the Administrative Agent will instruct the Collateral Custodian by facsimile on such day to release funds from the Principal Collections Account to the Servicer in an amount not to exceed the lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collections Account on such day; or (ii) withdraw such funds for the purpose of making payments in respect of the Advances Outstanding at such time in accordance with and subject to the terms of Section 2.3(b).

Settlement Procedures During the Revolving Period. (a) On each Payment Date during the Revolving Period, the Servicer shall direct the Collateral Custodian Trustee to pay pursuant to the Monthly Servicing Report to (and the following Persons, Trustee shall make payment from (1) the Collection Account, Account to the extent of Available Funds, in reliance on the information set forth in such Servicing Report and (2without any independent verification of such information) 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 (other than any Hedge Breakage Costs and any payments due in respect of the termination of any Hedging Transaction), 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; (45) to the extent not paid for by the Originator, pro rata in accordance with the amounts due under this clause, to the Backup Servicer and the Collateral Custodianeach Purchaser Agent, 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 (including Interest payable on any prior Payment Date and related interest thereon)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, 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, 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, for the payment thereof; (8) 7) pro rata in accordance with the amounts due under this clause, to the Administrative Agent, the each Purchaser Agent, any applicable PurchasersPurchaser, 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 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 shall be distributed to the SellerBorrower. (b) On the terms and conditions hereinafter set forth, from time to time during the Revolving Period, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collections Account and the aggregate principal amount of all Pre-Funded Advances on deposit in the Pre-Funded Advances Account: (following payment of the Required Advance Reduction Amount under clause (6i) of subsection (a) above), withdraw such funds for the purpose of reinvesting in additional Eligible Assets listed on the Asset ListLoans, provided that the following conditions are satisfied: (i1) all conditions precedent set forth in Section 3.2(b) have been satisfied; (ii2) the Servicer provides same day written notice to the Administrative Agent and Collateral Custodian the Trustee by facsimile (to be received no later than 2:00 1:00 p.m. (New York City, New York time) on such day) of the request to withdraw Principal Collections and/or Pre-Funded Advances on deposit in the Pre-Funded Advances Account and the amount thereofof such request; (iii3) the notice required in clause (ii2) above shall be accompanied by a Borrowing Notice in the form of Exhibit A-2 or Exhibit A-3, as applicable, and a Borrowing Base Certificate and the same are Certificate, each executed by the Seller Borrower and at least one a Responsible Officer of the Servicer; (iv4) the Collateral Custodian Trustee provides to the Administrative Agent by facsimile (to be received no later than 2:00 1:30 p.m. (New York City, New York time) on that same dateday) a statement reflecting the total amount on deposit on such day in each of the Principal Collections Account and the Pre-Funded Advances Account; and (v5) upon the satisfaction of the conditions set forth in clauses (i1) through (iv4) above, and the Administrative Agent’s confirmation of available fundsthis Section 2.9(b), the Administrative Agent Trustee will instruct the Collateral Custodian by facsimile on such day to release funds from the Principal Collections Account and/or the Pre-Funded Advances Account, as applicable, to the Servicer in an amount not to exceed the lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collections Account on such dayday plus the aggregate principal amount of all Pre-Funded Advances on deposit in the Pre-Funded Advances Account; or (ii) withdraw such funds for the purpose of making payments in respect of the Advances Outstanding at such time in accordance with and subject to the terms of Section 2.4(b).

Settlement Procedures During the Revolving Period. (a) On each Payment Date during the Revolving Period, the Servicer shall direct the Collateral Custodian Trustee to pay pursuant to the Monthly Servicing Report (and the Trustee shall make such payment, in reliance on the information set forth in such Servicing Report) to the following Persons, from (1) Interest Collections available in the Collection Account, and to the extent there are insufficient Interest Collections, Principal Collections available in the Collection Account, to the extent of Available Funds, and (2) Servicer Advances of Scheduled Payments, if any, received with respect to the immediately preceding Collection PeriodPeriod that ended on the last day of the calendar quarter (or month if the Administrative Agent makes an election to change the Payment Date pursuant to clause (b) of the definition thereof) immediately preceding the calendar month in which such Payment Date occurs, 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 parties entitled thereto, 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 hereunder, in respect of which the Trustee or the Backup Servicer (including in its capacity as 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 Commitment Fee and 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 amountsamounts (including, (other than in the Administrative Agent’s sole discretion, any Hedge Breakage Costs and any payments due in respect of the termination of any Hedging Transaction), subject to any cap set forth in the applicable Hedging Agreement) 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 necessary to cure any Overcollateralization Shortfall; (ix) 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; (x) 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 excluding the principal of Advances Outstanding, as then due under this Agreement; (xi) pro rata, to the extent not previously paid pursuant to clause (i) above, to the parties entitled thereto, any remaining Administrative Expenses; (xii) to the Servicer, in an amount equal to the sum of (A) any unreimbursed Servicer Advances, for to the payment thereofextent not paid pursuant to clause (iv) above, and (B) any Nonrecoverable Advance; (3xiii) 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; (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 (including Interest payable on any prior Payment Date and related interest thereon), 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, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (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, 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 (9xiv) any remaining amount amounts shall be distributed to the SellerBorrower. (b) On the terms and conditions hereinafter set forth, from time to time during the Revolving Period, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collections Account Account: (following payment of the Required Advance Reduction Amount under clause (6i) of subsection (a) above), withdraw such funds for the purpose of reinvesting in additional Eligible Assets listed on the Asset List, Loans; provided that the following conditions are satisfied: (iA) all conditions precedent set forth in Section 3.2(b) have been satisfied; (iiB) the Servicer provides same day written notice to the Administrative Agent, each Lender Agent and Collateral Custodian the Trustee by facsimile (to be received no later than 2:00 1:00 p.m. (New York City, New York time) on such day) of the request to withdraw Principal Collections and the amount thereofof such request; (iiiC) the notice required in clause (iiB) above shall be accompanied by a Borrowing Notice in the form of Exhibit A-2 and a Borrowing Base Certificate and the same are Certificate, each executed by the Seller Borrower and at least one a Responsible Officer of the Servicer; (ivD) the Collateral Custodian Trustee provides to the Administrative Agent by facsimile (to be received no later than 2:00 1:30 p.m. (New York City, New York time) on that same dateday) a statement reflecting the total amount on deposit on such day in the Principal Collections Account; and (vE) upon after giving effect to such reinvestment, there remains an amount on deposit in the satisfaction Principal Collections Account and the Interest Collections Account sufficient to pay the amounts in Section 2.7(a)(i) through (viii); (ii) withdraw such funds for the purpose of making payments in respect of the Advances Outstanding at such time in accordance with and subject to the terms of Section 2.4(b); or (iii) withdraw such funds for the purpose of reimbursing to the Originator amounts advanced or contributed by it to the Borrower in connection with the Borrower’s acquisition of Loans, provided that no Termination Event exists and, after giving effect to such reimbursement (x) the Availability is greater than zero and (y) there remains an amount on deposit in the Principal Collections Account and the Interest Collections Account sufficient to pay the amounts in Section 2.7(a)(i) through (viii). Upon receipt of a certificate of the Borrower, or the Servicer on behalf of the Borrower, that the conditions set forth in clauses (ithis Section 2.7(b) through (iv) above, and the Administrative Agent’s confirmation of available fundshave been satisfied, the Administrative Agent Trustee will instruct the Collateral Custodian by facsimile on such day to release funds from the Principal Collections Account to the Servicer in an amount not to exceed the lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collections Account on such day.

Settlement Procedures During the Revolving Period. (a) On each Payment Date during (i) the Revolving Period and (ii) the Early Termination Period, the Servicer shall direct the Collateral Custodian Trustee to pay pursuant to the Monthly Report to the following Persons, from (1) the Collection Account, to the extent of Available Funds, and (2) Servicer Advances received with respect to the immediately preceding related Collection PeriodPeriod and (3) 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 (other than any Hedge Breakage Costs and any payments due in respect of the termination of any Hedging Transaction), 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 in accordance with the amounts due under this clause (4), 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 Purchaser, in an amount equal to any accrued and unpaid Interest (including Interest payable on any prior Payment Date and related interest thereon)Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (65) 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 outstanding hereunder, to each Purchaser Agent for the account of the related Purchaser, if the Required Advance Reduction Amount is greater than zerozero or an Overcollateralization Shortfall exists, an amount necessary to reduce the Required Advance Reduction Amount to zerozero and an amount necessary to cure such Overcollateralization Shortfall, for the payment thereof; (6) first, if any Required Equity Shortfall exists, the amount necessary to cure such Required Equity Shortfall, to the Excess Spread Account, for the payment thereof and second, to the Reserve Account, the amount (if any) equal to the greater of (A) the lesser of the Scheduled Reserve Account Payment for such Payment Date and the excess of the Specified Reserve Account Requirement over the amount on deposit in the Reserve Account and (B) the excess of $1,000,000 over the amount on deposit in the Reserve Account; (7) pari passu to (i) pro rata in accordance with the amount of Advances outstanding hereunder, to each Purchaser, all other amounts due and unpaid (other than the principal of Advances Outstanding), (ii) to the 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; (8) pro rata in accordance with the amounts due under this clause (8), 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, 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, 9) pro rata in accordance with the amount owed to such Person under this clause (8)9), to the Administrative Agent, each Purchaser Agent, the applicable Purchasers, the Backup Servicer, the Trustee, the Affected Parties, the Indemnified Parties or the Secured Parties, all other amounts, including Increased Costs but other than the principal of Advances Outstanding, then due under this Agreement, for the payment thereof; (10) so long as (i) the Early Termination Period has not commenced and (ii) there are two or more Purchasers with Advances outstanding, pro rata in accordance with the amount of Required Purchaser Reduction Amounts, if any, outstanding at such time, in an amount up to 50% of the remaining funds, to each Purchaser Agent with respect to which a Required Purchaser Reduction Amount exists for its related Purchaser at such time, an amount necessary to reduce any such Required Purchaser Reduction Amount to zero, for the payment thereof; and (911) any remaining amount amounts, including any amounts on deposit in the Reserve Account in excess of the Specified Reserve Account Requirement, shall be distributed to the Seller. (b) On the terms and conditions hereinafter set forth, from time to time during the Revolving PeriodPeriod and prior to the Termination Date, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collections Account Account: (following payment of the Required Advance Reduction Amount under clause (6i) of subsection (a) above), withdraw such funds for the purpose of reinvesting in additional Eligible Assets listed on the Asset ListLoans, provided the following conditions are satisfied: (i1) all conditions precedent set forth in Section 3.2(b) have been satisfied; (ii2) the Servicer provides same day written notice to the Administrative Agent and Collateral Custodian Trustee by facsimile (to be received no later than 2:00 p.m. (New York City, New York timeEastern Standard Time) on such day) of the request to withdraw Principal Collections and the amount thereof; (iii3) the notice required in clause (ii2) above shall be accompanied by a Borrowing Notice in the form of Exhibit A-2 and a Borrowing Base Certificate and the same are Certificate, each executed by the Seller and at least one Responsible Officer of the Servicer; (iv4) the Collateral Custodian Trustee provides to the Administrative Agent by facsimile or email (to be received no later than 2:00 p.m. (New York City, New York timeEastern Standard Time) on that same date) a statement reflecting the total amount on deposit on such day in the Principal Collections Account; and (v5) upon the satisfaction of the conditions set forth in clauses (i1) through (iv4) aboveof this Section 2.7(b), and the Administrative Agent’s confirmation of available funds, the Administrative Agent will instruct the Collateral Custodian Trustee by facsimile on such day to release funds from the Principal Collections Account to the Servicer in an amount not to exceed the lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collections Account on such day; or (ii) withdraw such funds for the purpose of making payments in respect of the Advances Outstanding at such time in accordance with and subject to the terms of Section 2.3(b).

Settlement Procedures During the Revolving Period. (a) On each Payment Date during the Revolving Period, the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Report to the following Persons, from (1) the Collection Account, to the extent of Available Funds, and (2) Servicer Advances received with respect to the immediately preceding Collection PeriodPeriod that ended on the last day of the calendar month immediately preceding the calendar month in which such Payment Date occurs, the following amounts in the following order of priority: (1) pro rata to each Hedge CounterpartyFIRST, any amounts, (other than any Hedge Breakage Costs and any payments due in respect of the termination of any Hedging Transaction), 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 (including Interest payable on any prior Payment Date and related interest thereon)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, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (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, for the payment thereof; (8) 6) SIXTH, 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)SIXTH clause, all other amounts, including Increased Costs but amounts (other than Advances Outstanding, ) then due under this Agreement, for the payment thereof; and (97) SEVENTH, any remaining amount shall be distributed to the Seller. (b) On the terms and conditions hereinafter set forth, from time to time during the Revolving Period, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collections Account (following payment of the Required Advance Reduction Amount under clause (6) of subsection (a) above), withdraw such funds for the purpose of reinvesting in additional Eligible Assets listed on the Asset List, provided the following conditions are satisfied: (i) all conditions precedent set forth in Section 3.2(b) have been satisfied; (ii) the Servicer provides same day written notice to the Administrative Agent and Collateral Custodian by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on such day) of the request to withdraw Principal Collections and the amount thereof; (iii) the notice required in clause (ii) above shall be accompanied by a Borrowing Notice in the form of Exhibit A-2 and a Borrowing Base Certificate and the same are executed by the Seller and at least one Responsible Officer of the Servicer; (iv) the Collateral Custodian provides to the Administrative Agent by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on that same date) a statement reflecting the total amount on deposit on such day in the Principal Collections Account; and (v) upon the satisfaction of the conditions set forth in clauses (i) through (iv) above, and the Administrative Agent’s confirmation of available funds, the Administrative Agent will instruct the Collateral Custodian by facsimile on such day to release funds from the Principal Collections Account to the Servicer in an amount not to exceed the lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collections Account on such day.

Settlement Procedures During the Revolving Period. (a) On each Payment Date during the Revolving Period, the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Report to the following Persons, from (1) the Collection Account, to the extent of Available Funds, and (2) Servicer Advances received with respect to the immediately preceding Collection PeriodPeriod that ended on the last day of the calendar month immediately preceding the calendar month in which such Payment Date occurs, the following amounts in the following order of priority: (1i) FIRST, pro rata to each Hedge Counterparty, any amounts, (other than any Hedge Breakage Costs and any payments due in respect of the termination of any Hedging Transaction), 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 (including Interest payable on any prior Payment Date and related interest thereon)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 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 Swingline Purchaser, if the Required Advance Reduction Amount is greater than zerozero or an Overcollateralization Shortfall exists, an amount necessary to reduce the Required Advance Reduction Amount to zerozero 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; (7vii) pro SEVENTH, if any Required Equity Shortfall exists, an amount necessary to cure such Required Equity Shortfall, to the Excess Spread Account, 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, 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. (b) On the terms and conditions hereinafter set forth, from time to time during the Revolving Period, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collections Account (following payment of the Required Advance Reduction Amount under clause (6) of subsection (a) above)Account, withdraw such funds for the purpose of reinvesting in additional Eligible Assets listed on the Asset ListAssets, provided the following conditions are satisfied: (i) all conditions precedent set forth in Section 3.2(b) have been satisfied; (ii) the Servicer provides same day written notice to the Administrative Agent and Collateral Custodian by facsimile (to be received no later than 2:00 p.m. (New York CityCharlotte, New York North Carolina time) on such day) of the request to withdraw Principal Collections and the amount thereof; (iii) the notice required in clause (ii) above shall be accompanied by a Borrowing Notice in the form of Exhibit A-2 and a Borrowing Base Certificate and the same are executed by the Seller and at least one Responsible Officer of the Servicer; (iv) the Collateral Custodian provides to the Administrative Agent by facsimile (to be received no later than 2:00 p.m. (New York CityCharlotte, New York North Carolina time) on that same date) a statement reflecting the total amount on deposit on such day in the Principal Collections Account; and (v) upon the satisfaction of the conditions set forth in clauses (i) through (iv) above, and the Administrative Agent’s confirmation of available funds, the Administrative Agent will instruct the Collateral Custodian by facsimile on such day to release funds from the Principal Collections Account to the Servicer in an amount not to exceed the lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collections Account on such day.

Settlement Procedures During the Revolving Period. (a) On each Payment Date during the Revolving Period, the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Report to the following Persons, from (1) the Collection Account, to the extent of Available Funds, and (2) Servicer Advances received with respect to the immediately preceding Collection PeriodPeriod that ended on the last day of the calendar month immediately preceding the calendar month in which such Payment Date occurs, the following amounts in the following order of priority: (1i) FIRST, pro rata to each Hedge Counterparty, any amounts, (other than any Hedge Breakage Costs and any payments due in respect of the termination of any Hedging Transaction), 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 (including Interest payable on any prior Payment Date and related interest thereon)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 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 Swingline Purchaser, 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; (7vii) SEVENTH, 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, for the payment thereof; (8) viii) EIGHTH, 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)EIGHTH clause, all other amounts, including Increased Costs but other than Advances Outstanding, then due under this Agreement, for the payment thereof; and (9ix) NINTH, any remaining amount shall be distributed to the Seller. (b) On the terms and conditions hereinafter set forth, from time to time during the Revolving Period, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collections Account (following payment of the Required Advance Reduction Amount under clause (6) of subsection (a) above)Account, withdraw such funds for the purpose of reinvesting in additional Eligible Assets listed on the Asset ListAssets, provided the following conditions are satisfied: (i) all conditions precedent set forth in Section 3.2(b) have been satisfied; (ii) the Servicer provides same day written notice to the Administrative Agent and Collateral Custodian by facsimile (to be received no later than 2:00 p.m. (New York CityCharlotte, New York North Carolina time) on such day) of the request to withdraw Principal Collections and the amount thereof; (iii) the notice required in clause (ii) above shall be accompanied by a Borrowing Notice in the form of Exhibit A-2 and a Borrowing Base Certificate and the same are executed by the Seller and at least one Responsible Officer of the Servicer; (iv) the Collateral Custodian provides to the Administrative Agent by facsimile (to be received no later than 2:00 p.m. (New York CityCharlotte, New York North Carolina time) on that same date) a statement reflecting the total amount on deposit on such day in the Principal Collections Account; and (v) upon the satisfaction of the conditions set forth in clauses (i) through (iv) above, and the Administrative Agent’s confirmation of available funds, the Administrative Agent will instruct the Collateral Custodian by facsimile on such day to release funds from the Principal Collections Account to the Servicer in an amount not to exceed the lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collections Account on such day.

Settlement Procedures During the Revolving Period. (a) On each Payment Date during 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, Collection Account Bank shall make payment from the Collection Account (1) or from the Split-Funded Loan Collection Account, as applicable) to the extent of Available FundsFunds (and Guarantor Payments, and (2if applicable) 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 (other than 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 Hedging Transaction)Backup Servicer, owing the Trustee, the Lockbox Bank or the Collection Account Bank, as applicable, has provided prior written notice to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s)the 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 thereofany Successor Servicer; (45) to the extent not paid for by Administrative Agent, on behalf of the Originator, pro rata to the Backup Servicer and the Collateral CustodianLenders, in an amount equal to any accrued and unpaid Backup Servicing FeesInterest, Collateral Custodian Fees Make-Whole Fee (if any) 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 (any other fees or portions thereof) held by each Purchaser, in an amount equal to any accrued expenses due and unpaid Interest (including Interest payable on any prior Payment Date and related interest thereon), Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereofpayable; (6) to the Administrative Agent, for the account of each applicable Lender, an amount necessary, if any, to reduce the applicable Purchasers Advances Outstanding to an amount equal to the Maximum Availability, pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each Purchaser, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zerohereunder; (7) pro rata to each Hedge Counterparty, any Hedge Breakage Costs and payments in accordance with the amounts due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement, for the payment thereof; (8) this clause to the Administrative Agent, the any applicable PurchasersLender, the Backup Servicer, the Collateral CustodianTrustee, any Lockbox Bank, the Affected PartiesCollection 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 Costs, Taxes or Indemnified Amounts, but other than the principal of Advances Outstanding, 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) to the extent that, after giving effect to such release, the Maximum Availability would exceed $0, any remaining amount amounts shall be distributed as directed by the Borrower (and the Borrower shall be permitted to, among other things, distribute such amounts to its Affiliates (including the Servicer) or its members at its discretion). Notwithstanding the above or anything herein to the Seller. (b) On 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 conditions hereinafter set forth, from time to time during the Revolving Period, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collections Account (following payment provisions of the Required Advance Reduction Amount under clause (6) of subsection (a) above), withdraw such funds for the purpose of reinvesting in additional Eligible Assets listed on the Asset List, provided the following conditions are satisfied: (i) all conditions precedent set forth in Section 3.2(b) have been satisfied; (ii) the Servicer provides same day written notice to the Administrative Agent and Collateral Custodian by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on such day) of the request to withdraw Principal Collections and the amount thereof; (iii) the notice required in clause (ii) above shall be accompanied by a Borrowing Notice in the form of Exhibit A-2 and a Borrowing Base Certificate and the same are executed by the Seller and at least one Responsible Officer of the Servicer; (iv) the Collateral Custodian provides to the Administrative Agent by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on that same date) a statement reflecting the total amount on deposit on such day in the Principal Collections Account; and (v) upon the satisfaction of the conditions set forth in clauses (i) through (iv) above, and the Administrative Agent’s confirmation of available funds, the Administrative Agent will instruct the Collateral Custodian by facsimile on such day to release funds from the Principal Collections Account to the Servicer in an amount not to exceed the lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collections Account on such dayIntercreditor Agreement.

Settlement Procedures During the Revolving Period. (a) On each Payment Date during the Revolving Period, the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Servicing Report to (and the following Persons, Collateral Custodian shall make payment from (1) the Collection Account, Account to the extent of Available Funds, and (2Funds in reliance on the information set forth in such Servicing Report) 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, pro rata, based on the respective amounts owed under all Interest Rate Hedge Transactions related thereto, including any amounts, (other than any unpaid Hedge Breakage Costs and any payments due in with respect of the termination of any Hedging Transaction), 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 Fees 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 in reduction of the applicable Purchasers pro rata in accordance with Loans Outstanding, an amount equal to the amount of Advances Outstanding hereunder Required Reduction Amount, if any; (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 Servicing Fees (including Interest payable on less any prior Payment Date and related interest thereonSub-Servicer Fees paid pursuant to clause (2)(A) above), 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, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (7) pro rata to each Hedge Counterpartyin accordance with the amounts due under this clause, any Hedge Breakage Costs and payments due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement, for the payment thereof; (8) to the Administrative Agent, the any applicable PurchasersLender, 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 expenses, Increased Costs Costs, Taxes or Indemnified Amounts, but other than Advances the principal and interest of the Loans Outstanding, then due under this Agreement, for the payment thereof; and (9) 8) to the extent that, after giving effect to such release, the Maximum Outstanding Loan Amount would exceed $0, any remaining amount amounts shall be distributed to the Seller. (b) On the terms and conditions hereinafter set forth, from time to time during the Revolving Period, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collections Account (following payment of the Required Advance Reduction Amount under clause (6) of subsection (a) above), withdraw such funds for the purpose of reinvesting in additional Eligible Assets listed on the Asset List, provided the following conditions are satisfied: (i) all conditions precedent set forth in Section 3.2(b) have been satisfied; (ii) the Servicer provides same day written notice to the Administrative Agent and Collateral Custodian by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on such day) of the request to withdraw Principal Collections and the amount thereof; (iii) the notice required in clause (ii) above shall be accompanied by a Borrowing Notice in the form of Exhibit A-2 and a Borrowing Base Certificate and the same are executed Borrowers as directed by the Seller and at least one Responsible Officer of the Servicer; (iv) the Collateral Custodian provides to the Administrative Agent by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on that same date) a statement reflecting the total amount on deposit on such day in the Principal Collections Account; and (v) upon the satisfaction of the conditions set forth in clauses (i) through (iv) above, and the Administrative Agent’s confirmation of available funds, the Administrative Agent will instruct the Collateral Custodian by facsimile on such day to release funds from the Principal Collections Account to the Servicer in an amount not to exceed the lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collections Account on such day.

Settlement Procedures During the Revolving Period. (a) On each Payment Date during 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 (1) the Collection Account, to the extent of Available Funds, and (2) Servicer Advances of Scheduled Payments, if any, received with respect to the immediately preceding Collection PeriodPeriod that ended on the last day of the calendar quarter (or month if the Administrative Agent makes an election to change the Payment Date pursuant to clause (b) of the definition thereof) immediately preceding the calendar month in which such Payment Date occurs, 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, (other than any Hedge Breakage Costs and any payments due in respect of the termination of any Hedging Transaction), 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 extent not paid for by the Servicer, 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 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 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 (including Interest payable on any prior Payment Date and related interest thereon)Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (6vi) to the Administrative AgentSIXTH, for the account of the applicable Purchasers pro rata in accordance with the amount amounts payable under clauses (a) and (b) hereof, (a) to each Purchaser Agent (or, at the direction of Advances Outstanding hereunder (or portions thereofany Purchaser Agent, to such Purchaser Agent’s Purchaser) held by each and the Swingline Purchaser, 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, 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, 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 and 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 the Trustee or the 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. (b) On the applicable terms and conditions hereinafter set forth, from time to time during the Revolving Period, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collections Account (following payment of the Required Advance Reduction Amount under clause (6) of subsection (a) above)Account, withdraw such funds for the purpose of (1) making reductions of Advances Outstanding pursuant to and in accordance with Section 2.5 hereof, (2) reinvesting in additional Eligible Assets listed on and/or (3) reimbursing to the Asset ListCompany amounts advanced or contributed by it to the Seller in connection with the Seller’s acquisition of Assets or to deliver to the Seller for the purpose of funding loans to an REO Affiliate of the type described in clause (b) of the definition thereof, provided no Termination Event exists and after giving effect to such reimbursement or delivery, the Availability is greater than zero, provided the following conditions are satisfied: (i) all conditions precedent set forth in Section 3.2(b) have been satisfied; (ii) the Servicer provides same day written notice to the Administrative Agent and Collateral Custodian the Trustee by facsimile (to be received no later than 2:00 1:00 p.m. (New York CityCharlotte, New York North Carolina time) on such day) of the request to withdraw Principal Collections or, in the case of a release of funds under Section 2.10(b)(1), one Business Day’s written notice to the Administrative Agent and the Trustee (to be received no later than 5:00 p.m. (Charlotte, North Carolina time) on such day) and the amount thereof; (iii) the notice required in clause (ii) above shall be accompanied by a Borrowing Notice in the form of Exhibit A-2 A-3 and a Borrowing Base Certificate and the same are executed by the Seller and at least one Responsible Officer of the Servicer; (iv) the Collateral Custodian Trustee provides to the Administrative Agent by facsimile (to be received no later than 2:00 1:00 p.m. (New York CityCharlotte, New York North Carolina time) on that same date) a statement reflecting the total amount on deposit on such day in the Principal Collections Account; and (v) upon the satisfaction of the conditions set forth in clauses (i) through (iv) above, and the Administrative Agent’s confirmation of available funds, the Administrative Agent Trustee will instruct the Collateral Custodian by facsimile on such day to release funds from the Principal Collections Account to the Servicer in an amount not to exceed the lesser least of (A) the amount requested by the Servicer and Servicer, (B) the amount on deposit in the Principal Collections Account on such dayday and (C) with respect to reimbursements to the Company pursuant to clause (b)(3) above, the maximum amount payable to the Company which would result in the Availability remaining greater than zero.

Settlement Procedures During the Revolving Period. (a) On each Payment Date during the Revolving Period, the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Report to the following Persons, from (1) the Collection Account, to the extent of Available Funds, and (2) Servicer Advances received with respect to the immediately preceding Collection PeriodPeriod that ended on the last day of the calendar month immediately preceding the calendar month in which such Payment Date occurs, the following amounts in the following order of priority: (1i) FIRST, pro rata to each Hedge Counterparty, any amounts, (other than any Hedge Breakage Costs and any payments due in respect of the termination of any Hedging Transaction), 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 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 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 (including Interest payable on any prior Payment Date and related interest thereon)Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (6vi) 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 Purchaser, if the Required Advance Reduction Amount is greater than zerozero or an Overcollateralization Shortfall exists, an amount necessary to reduce the Required Advance Reduction Amount to zerozero 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; (7vii) pro SEVENTH, if any Required Equity Shortfall exists, an amount necessary to cure such Required Equity Shortfall, to the Excess Spread Account, 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, 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. (b) On the terms and conditions hereinafter set forth, from time to time during the Revolving Period, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collections Account (following payment of the Required Advance Reduction Amount under clause (6) of subsection (a) above)Account, withdraw such funds for the purpose of reinvesting in additional Eligible Assets listed on the Asset ListLoans, provided the following conditions are satisfied: (i1) all conditions precedent set forth in Section 3.2(b) have been satisfied; (ii2) the Servicer provides same day written notice to the Administrative Agent and Collateral Custodian by facsimile (to be received no later than 2:00 1:00 p.m. (New York CityCharlotte, New York North Carolina time) on such day) of the request to withdraw Principal Collections and the amount thereof; (iii3) the notice required in clause (ii) above shall be accompanied by a Borrowing Notice in the form of Exhibit A-2 and a Borrowing Base Certificate and the same are executed by the Seller and at least one (1) Responsible Officer of the Servicer; (iv4) the Collateral Custodian provides to the Administrative Agent by facsimile (to be received no later than 2:00 1:00 p.m. (New York CityCharlotte, New York North Carolina time) on that same date) a statement reflecting the total amount on deposit on such day in the Principal Collections Account; and (v5) upon the satisfaction of the conditions set forth in clauses (i) through (iv) above, and the Administrative Agent’s 's confirmation of available funds, the Administrative Agent will instruct the Collateral Custodian by facsimile on such day to release funds from the Principal Collections Account to the Servicer in an amount not to exceed the lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collections Account on such day.

Settlement Procedures During the Revolving Period. (a) On each Payment Date during the Revolving Period, the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Report to the following Persons, from (1) the Collection Account, to the extent of Available Funds, and (2) Servicer Advances received with respect to the immediately preceding Collection PeriodPeriod that ended on the last day of the calendar month immediately preceding the calendar month in which such Payment Date occurs, the following amounts in the following order of priority: (1) pro rata to each Hedge Counterparty, any amounts, (other than any Hedge Breakage Costs and any payments due in respect of the termination of any Hedging Transaction), 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 (including but only in an amount based on an Interest payable on any prior Payment Date and related interest thereonRate 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) following the occurrence of a Termination Event, to the Administrative each Purchaser Agent, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder for the account of the applicable Purchaser, in an amount necessary to reduce the Advances Outstanding and Aggregate Unpaids to zero, for the payment thereof; (or portions thereof7) held by to each PurchaserPurchaser 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; (78) 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; (9) 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, for the payment thereof; (8) 10) 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)10), all other amounts, including Increased Costs but other than Advances Outstanding, then due under this Agreement, for the payment thereof; and (911) any remaining amount shall be distributed to the Seller. (b) On the terms and conditions hereinafter set forth, from time to time during the Revolving Period, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collections Account (following payment of the Required Advance Reduction Amount under clause (6) of subsection (a) above)Account, withdraw such funds for the purpose of reinvesting in additional Eligible Assets listed on the Asset ListAssets, provided the following conditions are satisfied: (i) all conditions precedent set forth in Section 3.2(b) have been satisfied; (ii) the Servicer provides same day written notice to the Administrative Agent and Collateral Custodian by facsimile (to be received no later than 2:00 p.m. (New York CityCharlotte, New York North Carolina time) on such day) of the request to withdraw Principal Collections and the amount thereof; (iii) the notice required in clause (ii) above shall be accompanied by a Borrowing Notice in the form of Exhibit A-2 and a Borrowing Base Certificate and the same are executed by the Seller and at least one Responsible Officer of the Servicer; (iv) the Collateral Custodian provides to the Administrative Agent by facsimile (to be received no later than 2:00 p.m. (New York CityCharlotte, New York North Carolina time) on that same date) a statement reflecting the total amount on deposit on such day in the Principal Collections Account; and (v) upon the satisfaction of the conditions set forth in clauses (i) through (iv) above, and the Administrative Agent’s confirmation of available funds, the Administrative Agent will instruct the Collateral Custodian by facsimile on such day to release funds from the Principal Collections Account to the Servicer in an amount not to exceed the lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collections Account on such day.

Settlement Procedures During the Revolving Period. (a) On each Payment Date during 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, Collection Account Bank shall make payment from the Collection Account (1) or from the Split-Funded Loan Collection Account, as applicable) to the extent of Available FundsFunds (and Guarantor Payments, and (2if applicable) 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 (other than 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 Hedging Transaction)Backup Servicer, owing the Trustee, the Lockbox Bank or the Collection Account Bank, as applicable, has provided prior written notice to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s)the 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 thereofany Successor Servicer; (45) to the extent not paid for by Administrative Agent, on behalf of the Originator, pro rata to the Backup Servicer and the Collateral CustodianLenders, in an amount equal to any accrued and unpaid Backup Servicing FeesInterest, 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 (including Interest payable on any prior Payment Date and related interest thereon), Program Agent 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 each applicable Lender, an amount necessary, if any, to reduce the applicable Purchasers Advances Outstanding to an amount equal to the Maximum Availability, pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each Purchaser, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zerohereunder; (7) pro rata to each Hedge Counterparty, any Hedge Breakage Costs and payments in accordance with the amounts due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement, for the payment thereof; (8) this clause to the Administrative Agent, the any applicable PurchasersLender, the Backup Servicer, the Collateral CustodianTrustee, any Lockbox Bank, the Affected PartiesCollection 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 Costs, Taxes or Indemnified Amounts, but other than the principal of Advances Outstanding, 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) to the extent that, after giving effect to such release, the Maximum Availability would exceed $0, any remaining amount amounts shall be distributed as directed by the Borrower (and the Borrower shall be permitted to, among other things, distribute such amounts to its Affiliates (including the Servicer) or its members at its discretion). Notwithstanding the above or anything herein to the Seller. (b) On 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 conditions hereinafter set forth, from time to time during the Revolving Period, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collections Account (following payment provisions of the Required Advance Reduction Amount under clause (6) of subsection (a) above), withdraw such funds for the purpose of reinvesting in additional Eligible Assets listed on the Asset List, provided the following conditions are satisfied: (i) all conditions precedent set forth in Section 3.2(b) have been satisfied; (ii) the Servicer provides same day written notice to the Administrative Agent and Collateral Custodian by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on such day) of the request to withdraw Principal Collections and the amount thereof; (iii) the notice required in clause (ii) above shall be accompanied by a Borrowing Notice in the form of Exhibit A-2 and a Borrowing Base Certificate and the same are executed by the Seller and at least one Responsible Officer of the Servicer; (iv) the Collateral Custodian provides to the Administrative Agent by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on that same date) a statement reflecting the total amount on deposit on such day in the Principal Collections Account; and (v) upon the satisfaction of the conditions set forth in clauses (i) through (iv) above, and the Administrative Agent’s confirmation of available funds, the Administrative Agent will instruct the Collateral Custodian by facsimile on such day to release funds from the Principal Collections Account to the Servicer in an amount not to exceed the lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collections Account on such dayIntercreditor Agreement.

Settlement Procedures During the Revolving Period. (a) On each Payment Date during the Revolving Period, the Servicer shall direct the Collateral Custodian Trustee to pay pursuant to the Monthly Report to the following Persons, from (1) the Collection Account, to the extent of Available Funds, and (2) Servicer Advances received with respect to the immediately preceding related Collection PeriodPeriod and (3) 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 (other than any Hedge Breakage Costs and any payments due in respect of the termination of any Hedging Transaction), 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 each applicable Purchaser Agent, for the extent not paid for by account of the Originatorapplicable Purchasers, pro rata to in accordance with the Backup Servicer and the Collateral Custodianamount of Advances Outstanding hereunder, 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 (including Interest payable on any prior Payment Date and related interest thereon)Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (65) to each applicable Purchaser Agent, if the Administrative AgentRequired Advance Reduction Amount is greater than zero or an Overcollateralization Shortfall exists, an amount equal to the Required Advance Reduction Amount and an amount necessary to cure such Overcollateralization Shortfall, for the account of the applicable Purchasers Purchasers, pro rata in accordance with the amount of Advances Outstanding hereunder hereunder, for the payment thereof; (or portions thereof6) held by each Purchaserfirst, if any Required Equity Shortfall exists, the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce cure such Required Equity Shortfall, to the Required Advance Reduction Amount Excess Spread Account, for the payment thereof and second, to zerothe Reserve Account, the amount (if any) equal to the lesser of the Scheduled Reserve Account Payment for such Payment Date and the excess of the Specified Reserve Account Requirement over the amount on deposit in the Reserve Account; (7) pari passu to (i) pro rata in accordance with the amount of Advances outstanding hereunder, to each Purchaser, all other amounts due and unpaid (other than the principal of Advances Outstanding), (ii) to the 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; (8) pro rata in accordance with the amounts due under this clause (8), 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, 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, 9) pro rata in accordance with the amount owed to such Person under this clause (8)9), to the Administrative Agent, each Purchaser Agent, the applicable Purchasers, the Backup Servicer, the Trustee, the Affected Parties, the Indemnified Parties or the Secured Parties, all other amounts, including Increased Costs but other than the principal of Advances Outstanding, then due under this Agreement, for the payment thereof; (10) so long as there are two or more Purchasers with Advances outstanding, pro rata in accordance with the amount of Required Purchaser Reduction Amounts, if any, outstanding at such time, in an amount up to 50% of the remaining funds, to each Purchaser Agent with respect to which a Required Purchaser Reduction Amount exists for its related Purchaser at such time, an amount necessary to reduce any such Required Purchaser Reduction Amount to zero, for the payment thereof; and (911) any remaining amount amounts, including any amounts on deposit in the Reserve Account in excess of the Specified Reserve Account Requirement, shall be distributed to the Seller. (b) On the terms and conditions hereinafter set forth, from time to time during the Revolving PeriodPeriod and prior to the Termination Date, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collections Account Account: (following payment of the Required Advance Reduction Amount under clause (6i) of subsection (a) above), withdraw such funds for the purpose of reinvesting in additional Eligible Assets listed on the Asset ListLoans, provided the following conditions are satisfied: (i1) all conditions precedent set forth in Section 3.2(b) have been satisfied; (ii2) the Servicer provides same day written notice to the Administrative Agent and Collateral Custodian Trustee by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on such day) of the request to withdraw Principal Collections and the amount thereof; (iii3) the notice required in clause (ii2) above shall be accompanied by a Borrowing Notice notice in the form of Exhibit A-2 and a Borrowing Base Certificate and the same are Certificate, each executed by the Seller and at least one Responsible Officer of the Servicer; (iv4) the Collateral Custodian Trustee provides to the Administrative Agent by facsimile or email (to be received no later than 2:00 p.m. (New York City, New York time) on that same date) a statement reflecting the total amount on deposit on such day in the Principal Collections Account; and (v5) upon the satisfaction of the conditions set forth in clauses (i1) through (iv4) aboveof this Section 2.7(b), and the Administrative Agent’s confirmation of available funds, the Administrative Agent will instruct the Collateral Custodian Trustee by facsimile on such day to release funds from the Principal Collections Account to the Servicer in an amount not to exceed the lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collections Account on such day; or (ii) withdraw such funds for the purpose of making payments in respect of the Advances Outstanding at such time in accordance with and subject to the terms of Section 2.3(b).

Settlement Procedures During the Revolving Period. (a) On each Payment Date during 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 the following Persons, from (1) and the Collection Account, Account Bank shall make payment from the Collection Account to the extent of Available FundsFunds (and Guarantor Payments, and (2if applicable) 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 (other than 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 Hedging Transaction)Backup Servicer, owing the Trustee, the Lockbox Bank or the Collection Account Bank, as applicable, has provided prior written notice to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s)the 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 thereofany Successor Servicer; (45) to the extent not paid for by Administrative Agent, on behalf of the Originator, pro rata to the Backup Servicer and the Collateral CustodianLenders, in an amount equal to any accrued and unpaid Backup Servicing FeesInterest, Collateral Custodian Fees and Transition Expenses, for the payment thereof; (5) Unused Fee accrued prior to the Administrative AgentEffective Date, for the account of the applicable Purchasers pro rata in accordance with the amount of Advances Outstanding hereunder Make-Whole Fee (if any) and any other fees or portions thereof) held by each Purchaser, in an amount equal to any accrued expenses due and unpaid Interest (including Interest payable on any prior Payment Date and related interest thereon), Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereofpayable; (6) to the Administrative Agent, for the account of each applicable Lender, an amount necessary, if any, to reduce the applicable Purchasers Advances Outstanding to an amount equal to the Maximum Availability, pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each Purchaser, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zerohereunder; (7) pro rata to each Hedge Counterparty, any Hedge Breakage Costs and payments in accordance with the amounts due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement, for the payment thereof; (8) this clause to the Administrative Agent, the any applicable PurchasersLender, the Backup Servicer, the Collateral CustodianTrustee, any Lockbox Bank, the Affected PartiesCollection 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 Costs, Taxes or Indemnified Amounts, but other than the principal of Advances Outstanding, 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) to the extent that, after giving effect to such release, the Maximum Availability would exceed $0, any remaining amount amounts shall be distributed to as directed by the Seller. Borrower (b) On the terms and conditions hereinafter set forth, from time to time during the Revolving Period, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collections Account (following payment of the Required Advance Reduction Amount under clause (6) of subsection (a) above), withdraw such funds for the purpose of reinvesting in additional Eligible Assets listed on the Asset List, provided the following conditions are satisfied: (i) all conditions precedent set forth in Section 3.2(b) have been satisfied; (ii) the Servicer provides same day written notice to the Administrative Agent and Collateral Custodian by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on such day) of the request to withdraw Principal Collections and the amount thereof; (iii) the notice required in clause (ii) above Borrower shall be accompanied by a Borrowing Notice in the form of Exhibit A-2 and a Borrowing Base Certificate and the same are executed by the Seller and at least one Responsible Officer of permitted to, among other things, distribute such amounts to its Affiliates (including the Servicer; (iv) the Collateral Custodian provides to the Administrative Agent by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on that same date) a statement reflecting the total amount on deposit on such day in the Principal Collections Account; and (v) upon the satisfaction of the conditions set forth in clauses (i) through (iv) above, and the Administrative Agent’s confirmation of available funds, the Administrative Agent will instruct the Collateral Custodian by facsimile on such day to release funds from the Principal Collections Account to the Servicer in an amount not to exceed the lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collections Account on such dayor its members at its discretion).

Settlement Procedures During the Revolving Period. (a) On each Payment Date during 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 the following Persons, from (1) and the Collection Account, Account Bank shall make payment from the Collection Account to the extent of Available Funds, and (2Funds in reliance on the information set forth in such Servicing Report) 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 amounts, outstanding Hedging Agreement (other than breakage costs) except for any Hedge Breakage Costs and any payments 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 in respect of the upon termination of any such Hedging Transaction), owing to that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment thereofAgreement; (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 (a) any accrued and 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 $100,000 in the aggregate since the Closing Date, incurred but unreimbursed reasonable third-party, out-of-pocket expenses relating to their respective duties as Backup Servicer, Collateral Custodian, the Lockbox Bank or Collection Account Bank hereunder, in respect of which the Backup Servicer, the Collateral Custodian, the Lockbox Bank or the Collection Account Bank, as applicable, has provided prior written notice to each of the 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 Administrative Agent, on behalf of the Originator, pro rata to the Backup Servicer and the Collateral CustodianLenders, in an amount equal to any accrued and unpaid Backup Servicing FeesInterest, Collateral Custodian Fees the Unused Fee, the Make-Whole Fee and Transition Expensesany other fees, for expenses or other amounts due and payable to the payment thereofAdministrative Agent; (5) to the Administrative Agenteach applicable Hedge Counterparty, for the account any unpaid fees, expenses or amounts owed as a consequence of the applicable Purchasers pro rata in accordance with the amount an event of Advances Outstanding hereunder (default or portions thereof) held by each Purchaser, in termination event under an amount equal to any accrued and unpaid Interest (including Interest payable on any prior Payment Date and related interest thereon), Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereofoutstanding Hedging Agreement or otherwise due upon termination of such Hedging Agreement; (6) to the Administrative AgentLenders, for in an amount equal to (if any) the account of positive difference between the applicable Purchasers Advances Outstanding on such Payment Date over the Borrowing Base; (7) to the extent not paid in clause (2) above, pro rata in accordance with the amount of Advances Outstanding hereunder (or portions thereof) held by each Purchaser, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (7) pro rata to each Hedge Counterparty, any Hedge Breakage Costs and payments amounts due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement, for the payment thereof; (8) 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, pro rata in accordance with the amount owed to such Person under this clause (8), all other amounts, including any Increased Costs Costs, Taxes or Indemnified Amounts, but other than the principal of Advances Outstanding, then due under this AgreementAgreement or the other Transaction Documents; (8) to the Spread Account, for the payment thereofamount, if any, equal to the cost of entering into one or more Hedging Agreement(s) with respect to that portion of the Aggregate Outstanding Receivable Balance either (i) that is not subject to one or more Hedging Agreement(s) on such Payment Date or (ii) with respect to which sufficient proceeds to enter into one or more Hedging Agreement(s) are not in the Spread Account on such Payment Date, in each case pursuant to the terms of Section 5.1(n); (9) pro rata in accordance with the amounts due under this clause, to any Successor Servicer, any reimburseable expenses of such Successor Servicer and to the Servicer (and any Successor Servicer), any outstanding, unreimbursed Liquidation Expenses; and (910) any remaining amount shall be distributed after giving effect to the Seller. (b) On the terms and conditions hereinafter set forth, from time acquisition of any Receivables to time during the Revolving Period, the Servicer maybe made on such date, to the extent of that, after giving effect to such release, the Availability would exceed $0, any Principal Collections on deposit in the Principal Collections Account (following payment of the Required Advance Reduction Amount under clause (6) of subsection (a) above), withdraw such funds for the purpose of reinvesting in additional Eligible Assets listed on the Asset List, provided the following conditions are satisfied: remaining amounts shall be distributed (i) all conditions precedent set forth in Section 3.2(b) have been satisfied; to the Borrower to fund the acquisition of any Receivables pledged as Collateral or (ii) as directed by the Servicer provides same day written notice Borrower, to the Administrative Agent and Collateral Custodian by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on such day) reduction of the request to withdraw Principal Collections and the amount thereof; (iii) the notice required in clause (ii) above shall be accompanied by a Borrowing Notice in the form of Exhibit A-2 and a Borrowing Base Certificate and the same are executed by the Seller and at least one Responsible Officer of the Servicer; (iv) the Collateral Custodian provides to the Administrative Agent by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on that same date) a statement reflecting the total amount on deposit on such day in the Principal Collections Account; and (v) upon the satisfaction of the conditions set forth in clauses (i) through (iv) above, and the Administrative Agent’s confirmation of available funds, the Administrative Agent will instruct the Collateral Custodian by facsimile on such day to release funds from the Principal Collections Account to the Servicer in an amount not to exceed the lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collections Account on such dayAdvances Outstanding or otherwise.

Settlement Procedures During the Revolving Period. (a) On each Payment Date during 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 (1) the Collection Interest Collections Account, to the extent of Available Funds, and (2) Servicer Advances of Scheduled Payments, if any, received with respect to the immediately preceding Collection PeriodPeriod that ended on the last day of the calendar quarter (or month if the Administrative Agent makes an election to change the Payment Date pursuant to clause (b) of the definition thereof) immediately preceding the calendar month in which such Payment Date occurs, the following amounts in the following order of priority: (1i) FIRST, pro rata to each Hedge Counterparty, any amounts, (other than any Hedge Breakage Costs and any payments due in respect of the termination of any Hedging Transaction)Costs, 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 extent not paid for by the Servicer, 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 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 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 Originator, pro rata to the Backup Servicer and the Collateral Custodian, in an amount equal to direction of any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees and Transition Expenses, for the payment thereof; (5) to the Administrative Purchaser Agent, for the account of the applicable Purchasers to such Purchaser Agent’s 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 equal to any accrued and unpaid Interest (including Interest payable on any prior Payment Date and related interest thereon)Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (6vi) SIXTH, to each Purchaser Agent (or, at the Administrative direction of any Purchaser Agent, to such Purchaser Agent’s Purchaser), pro rata in accordance with amounts due for the account of the applicable Purchasers Purchaser, in an amount equal to any accrued and unpaid fees and expenses incurred in connection with this Agreement and the other Transaction Documents, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser Agents, as set forth in Section 13.9(a); (vii) SEVENTH, as follows: (1) if the difference between (x) the Advances Outstanding as of the most recent Determination Date and (y) the Maximum Availability as of such Determination Date is less than or equal to zero, pro rata in accordance with the amounts payable under clauses (a) and (b) of this clause (1), (a) to each Purchaser Agent (or, at the direction of any Purchaser Agent, to such Purchaser Agent’s 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, if 50% of any remaining distributable amounts to the Required Advance Reduction Amount is greater than zeroreduction of the Advances Outstanding to zero (provided that on the Payment Date occurring on August 17, an amount necessary to reduce 2009, the Required Advance Reduction Amount to zero; percentage of any remaining distributable amounts so applied shall be 0%), and (7b) pro rata to each Hedge CounterpartyCounterparty and without duplication, any Hedge Breakage Costs and payments due in termination of any Hedge Transaction, owing to that Hedge Counterparty under its respective Hedging Agreement (not caused by any default of the Hedge Counterparty or any of its Affiliates under such Hedging Agreement, for the payment thereof;); or (8) 2) if the difference between (x) the Advances Outstanding as of the most recent Determination Date and (y) the Maximum Availability as of such Determination Date is greater than zero, pro rata in accordance with the amounts payable under clauses (a) and (b) of this clause (2), (a) to each Purchaser Agent (or, at the Administrative direction of any Purchaser Agent, the applicable Purchasers, the Backup Servicer, the Collateral Custodian, the Affected Parties, the Indemnified Parties or the Secured Partiesto such Purchaser Agent’s Purchaser), pro rata in accordance with the amount owed to such Person under this clause (8), all other amounts, including Increased Costs but other than of Advances Outstanding, then due under this Agreement, Outstanding hereunder for the payment thereof; and (9) account of the applicable Purchaser, 100% of any remaining amount shall be distributed distributable amounts to the Seller.reduction of the Advances Outstanding to zero, and (b) On the terms pro rata to each Hedge Counterparty and conditions hereinafter set forthwithout duplication, from time any Hedge Breakage Costs owing to time during the Revolving Period, the Servicer may, to the extent of that Hedge Counterparty under its respective Hedging Agreement (not caused by any Principal Collections on deposit in the Principal Collections Account (following payment default of the Required Advance Reduction Amount Hedge Counterparty or any of its Affiliates under clause (6) of subsection (a) abovesuch Hedging Agreement), withdraw such funds for the purpose of reinvesting in additional Eligible Assets listed on the Asset List, provided the following conditions are satisfied: (i) all conditions precedent set forth in Section 3.2(b) have been satisfied; (ii) the Servicer provides same day written notice to the Administrative Agent and Collateral Custodian by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on such day) of the request to withdraw Principal Collections and the amount thereof; (iii) the notice required in clause (ii) above shall be accompanied by a Borrowing Notice in the form of Exhibit A-2 and a Borrowing Base Certificate and the same are executed by the Seller and at least one Responsible Officer of the Servicer; (iv) the Collateral Custodian provides to the Administrative Agent by facsimile (to be received no later than 2:00 p.m. (New York City, New York time) on that same date) a statement reflecting the total amount on deposit on such day in the Principal Collections Account; and (v) upon the satisfaction of the conditions set forth in clauses (i) through (iv) above, and the Administrative Agent’s confirmation of available funds, the Administrative Agent will instruct the Collateral Custodian by facsimile on such day to release funds from the Principal Collections Account to the Servicer in an amount not to exceed the lesser of (A) the amount requested by the Servicer and (B) the amount on deposit in the Principal Collections Account on such day.

Settlement Procedures During the Revolving Period. (a) On each Payment Date during 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 (1) the Collection Account, to the extent of Available Funds, and (2) Servicer Advances of Scheduled Payments, if any, received with respect to the immediately preceding Collection PeriodPeriod that ended on the last day of the calendar quarter (or month if the Administrative Agent makes an election to change the Payment Date pursuant to clause (b) of the definition thereof) immediately preceding the calendar month in which such Payment Date occurs, the following amounts in the following order of priority: (1i) FIRST, pro rata to each Hedge Counterparty, any amounts, (other than any Hedge Breakage Costs and any payments due in respect of the termination of any Hedging Transaction), 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 extent not paid for by the Servicer, 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 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 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 (including Interest payable on any prior Payment Date and related interest thereon)Interest, Program Fee, Structuring and Agency Fee, Commitment Fee and Breakage Costs, for the payment thereof; (6vi) to the Administrative AgentSIXTH, for the account of the applicable Purchasers pro rata in accordance with the amount amounts payable under clauses (a) and (b) hereof, (a) to each Purchaser Agent (or, at the direction of Advances Outstanding hereunder (or portions thereofany Purchaser Agent, to such Purchaser Agent’s Purchaser) held by each and the Swingline Purchaser, 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, 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, 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 and 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 the Trustee or the 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. (b) On the applicable terms and conditions hereinafter set forth, from time to time during the Revolving Period, the Servicer may, to the extent of any Principal Collections on deposit in the Principal Collections Account (following payment of the Required Advance Reduction Amount under clause (6) of subsection (a) above)Account, withdraw such funds for the purpose of (1) making reductions of Advances Outstanding pursuant to and in accordance with Section 2.5 hereof, (2) reinvesting in additional Eligible Assets listed on and/or (3) reimbursing to the Asset ListCompany amounts advanced or contributed by it to the Seller in connection with the Seller’s acquisition of Assets or to deliver to the Seller for the purpose of funding loans to an REO Affiliate of the type described in clause (b) of the definition thereof, provided no Termination Event exists and after giving effect to such reimbursement or delivery, the Availability is greater than zero, provided the following conditions are satisfied:. (i) all conditions precedent set forth in Section 3.2(b) have been satisfied; (ii) the Servicer provides same day written notice to the Administrative Agent and Collateral Custodian the Trustee by facsimile (to be received no later than 2:00 1:00 p.m. (New York CityCharlotte, New York North Carolina time) on such day) of the request to withdraw Principal Collections or, in the case of a release of funds under Section 2.10(b)(l), one Business Day’s written notice to the Administrative Agent and the Trustee (to be received no later than 5:00 p.m. (Charlotte, North Carolina time) on such day) and the amount thereof; (iii) the notice required in clause (ii) above shall be accompanied by a Borrowing Notice in the form of Exhibit A-2 A-3 and a Borrowing Base Certificate and the same are executed by the Seller and at least one Responsible Officer of the Servicer; (iv) the Collateral Custodian Trustee provides to the Administrative Agent by facsimile (to be received no later than 2:00 1:00 p.m. (New York CityCharlotte, New York North Carolina time) on that same date) a statement reflecting the total amount on deposit on such day in the Principal Collections Account; and (v) upon the satisfaction of the conditions set forth in clauses (i) through (iv) above, and the Administrative Agent’s confirmation of available funds, the Administrative Agent Trustee will instruct the Collateral Custodian by facsimile on such day to release funds from the Principal Collections Account to the Servicer in an amount not to exceed the lesser least of (A) the amount requested by the Servicer and Servicer, (B) the amount on deposit in the Principal Collections Account on such dayday and (C) with respect to reimbursements to the Company pursuant to clause (b)(3) above, the maximum amount payable to the Company which would result in the Availability remaining greater than zero.