Common use of Priority of Payments Clause in Contracts

Priority of Payments. (A) On each Payment Date that occurs prior to a Cash Trap Period and the maturity of the Term Loan (by acceleration or otherwise) and so long as no Default or Event of Default has occurred and is continuing, any available funds credited to the Operating Account will be applied as follows: first, to pay any amounts due and owing as a result of a mandatory prepayment pursuant to Section 1.1(e), including any Applicable Prepayment Premium; second, to pay the Tax Reserve, in the amount of Tax funds then required; third, to pay the Insurance Reserve, in the amount of insurance funds then required; fourth, to Agent to pay interest then due and payable on the Term Loans ratably to the Lenders; fifth, to the HOA Reserve, in the amount of home owner’s association funds then required; sixth, to the Maintenance Reserve, in the amount of the maintenance funds then required; seventh, to the Interest Reserve, in the amount of interest then required; eighth, to the payment of any other fees, costs, expenses, indemnities, expense reimbursements or other Obligation due to Agent or any Lender by the Borrower; and ninth, any balance to the Borrower or any other Person legally entitled thereto. (B) Any proceeds of Collateral received by Agent not constituting a specific payment on a Payment Date (which shall be applied as specified in the preceding sentence) or, in any event, all payments received by Agent after an Event of Default has occurred and is continuing or during a Cash Trap Period shall be applied to the Obligations ratably as follows: first, to pay any fees, indemnities, or expense reimbursements including amounts then due to Agent from the Borrower; second, to pay any fees, indemnities or expense reimbursements then due to Lenders from the Borrower; third, to pay interest then due and payable on the Term Loans ratably; fourth, to prepay principal on the Term Loans, including any Applicable Prepayment Premium; fifth, to the payment of any other Obligation due to Agent or any Lender by the Borrower; and sixth, any balance to the Borrower or any other Person legally entitled thereto.

Priority of Payments. On (Ax) On each Interest Payment Date, (y) the Maturity Date that occurs prior to and (z) each Agent Business Day after the occurrence of (i) a Cash Trap Period and the maturity of the Term Loan Sweep Event or (by acceleration or otherwiseii) and so long as no Default or an Event of Default has occurred and is continuing, any available funds credited to the Operating Account will be applied declaration of the Secured Obligations as follows: first, to pay any amounts due and owing as a result of a mandatory prepayment pursuant to Section 1.1(epayable (each date set forth in clause (z) above, an "Additional Distribution Date"), including any Applicable Prepayment Premium; secondthe Collateral Agent shall distribute, to pay in accordance with the Tax Reservemonthly report approved by the Servicer in accordance with Section 9.02(g) (or, in the case of an Additional Distribution Date, in accordance with the calculations provided by the Administrative Agent to the Collateral Agent in connection therewith), all amounts in the USD Interest Collection Account, the USD Principal Collection Account, the Permitted Non-USD Currency Accounts (except for any Principal Proceeds that will be used to settle binding commitments entered into prior to the related determination date for the purchase of Portfolio Investments) in the following order of priority (the "Priority of Payments"): (a) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Credit Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount, under this subclause (i) of U.S.$62,500 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same Calculation Period); provided, that, if any such amount under this subclause (i) is not utilized during any Calculation Period then such unutilized amount may be applied during any of Tax funds then required; the three succeeding Calculation Periods, (ii) second, any other accrued and unpaid fees (other than the commitment fee payable to the Lenders, but, for the avoidance of doubt, including fees payable to the Administrative Agent) and out-of-pocket expenses, including indemnities due hereunder or under any other Credit Document or payable to any Governmental Authority in respect of Taxes payable by the Company or filing, registration or similar fees, up to a maximum amount under this clause (a) of U.S.$30,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same Calculation Period) and (iii) third, to pay Servicer Expenses up to a maximum amount under this clause (iii) of U.S.$25,000 on each Interest Payment Date, the Insurance Reserve, Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same Calculation Period); provided, that, if any such amount under this subclause (iii) is not utilized during any Calculation Period then such unutilized amount may be applied during any of insurance funds then required; fourth, to Agent the three succeeding Calculation Periods; (b) to pay accrued and unpaid interest then due in respect of the Advances and any increased costs and accrued and unpaid commitment fees payable on the Term Loans ratably to the Lenders; fifth, to the HOA Reserve, in the amount of home owner’s association funds then required; sixth, to the Maintenance Reserve, in the amount of the maintenance funds then required; seventh, to the Interest Reserve, in the amount of interest then required; eighth, to the payment of any other fees, costs, expenses, indemnities, expense reimbursements or other Obligation due to Agent or any Lender by the Borrower; and ninth, any balance to the Borrower or any other Person legally entitled thereto. Lenders (B) Any proceeds of Collateral received by Agent not constituting a specific payment pro rata based on a Payment Date (which shall be applied as specified in the preceding sentence) or, in any event, all payments received by Agent after an Event of Default has occurred and is continuing or during a Cash Trap Period shall be applied to the Obligations ratably as follows: first, to pay any fees, indemnities, or expense reimbursements including amounts then due to Agent from the Borrower; second, to pay any fees, indemnities or expense reimbursements then due to Lenders from the Borrower; third, to pay interest then due and payable on the Term Loans ratably; fourth, to prepay principal on the Term Loans, including any Applicable Prepayment Premium; fifth, to the payment of any other Obligation due to Agent or any Lender by the Borrower; and sixth, any balance to the Borrower or any other Person legally entitled thereto.due);

Priority of Payments. (Aa) On each Payment Date, the Borrower shall direct the Account Bank to distribute all amounts on deposit in the Collection Account on such Payment Date that occurs prior to a Cash Trap Period and in the maturity following order of priority (the Term Loan “Priority of Payments”), in accordance with the Payment Date Certificate for such Payment Date: (by acceleration or otherwisei) and so long as no Default or Event of Default has occurred and is continuing, any available funds credited to the Operating Account will be applied as follows: first, to pay any amounts the Administrative Agent, Lenders, Borrower Indemnified Parties, and Affected Persons on a pro rata basis, all accrued and unpaid expenses, costs, or indemnification amounts; (ii) second, to the Administrative Agent, the Administrative Agent Fee, to the extent due and owing as a result unpaid; (iii) third, to the Administrative Agent for distribution to the Lenders (ratably, based on the amount then due and owing), all accrued and unpaid Interest due to each such Lender for the immediately preceding Interest Period, plus, if applicable, the amount of a mandatory prepayment any such Interest payable for any prior Interest Period to the extent such amount has not been distributed to each such Lender, and any interest accrued pursuant to Section 1.1(e4.02(b), including any Applicable Prepayment Premium; second, to pay the Tax Reserve, in the amount of Tax funds then required; third, to pay the Insurance Reserve, in the amount of insurance funds then required; extent unpaid; (iv) fourth, to the Administrative Agent for distribution to pay interest the Lenders (ratably, based on the amount then due and payable on the Term Loans ratably to the Lenders; fifth, to the HOA Reserve, in the amount of home owner’s association funds then required; sixth, to the Maintenance Reserve, in the amount of the maintenance funds then required; seventh, to the Interest Reserve, in the amount of interest then required; eighth, to the payment of any other fees, costs, expenses, indemnities, expense reimbursements or other Obligation due to Agent or any Lender by the Borrower; and ninth, any balance to the Borrower or any other Person legally entitled thereto. owing) (BA) Any proceeds of Collateral received by Agent not constituting a specific payment on a Payment Date (which shall be applied as specified in the preceding sentence) or, in any event, all payments received by Agent after if an Event of Default has occurred and is continuing on such Payment Date, the outstanding principal amount of the Loans, or during (B) if an Event of Default is not continuing on such Payment Date, the Amortization Amount for such Payment Date; (v) fifth, if such Payment Date is a Cash Trap Period shall be applied Quarterly Payment Date, to the Obligations ratably as follows: firstAdministrative Agent for distribution to the Lenders (ratably, to pay any fees, indemnities, or expense reimbursements including amounts then due to Agent from based on the Borrower; second, to pay any fees, indemnities or expense reimbursements then due to Lenders from the Borrower; third, to pay interest amount then due and payable owing), the Amortization Catch-Up Amount (calculated after giving effect to the proviso in Section 2.02(c)), if any; (vi) sixth, if on such Payment Date the Term Loans ratably; fourth, to prepay principal on balance of the Term Loans, including any Applicable Prepayment Premium; fifthReserve Account is less than the Required Reserve Amount, to the payment Reserve Account an amount equal to the greater of (x) zero and (y) the difference between the Required Reserve Amount and the amount on deposit in the Reserve Account; and (vii) seventh, the balance, if any, to be paid at the direction of the Borrower. (b) Notwithstanding anything to the contrary set forth in this Section 4.01, the Administrative Agent shall have no obligation to distribute or pay any other Obligation due amount under this Section 4.01 except to the extent actually received by the Administrative Agent or any Lender by the Borrower; and sixth, any balance available to the Borrower Administrative Agent from funds on deposit in the Collection Account. All payments or distributions to be made by any Credit Party and any other Person legally entitled theretoto the Administrative Agent or the Lenders (or their respective related Affected Persons and the Borrower Indemnified Parties), shall be paid or distributed to the applicable party to which such amounts are owed. (c) If and to the extent the Administrative Agent, any Lender, any Affected Person or any Borrower Indemnified Party shall be required for any reason to pay over to any Person (including any Credit Party or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Borrower and, accordingly, the Administrative Agent, such Lender, such Affected Person or such Borrower Indemnified Party, as the case may be, shall have a claim against the Borrower for such amount.

Priority of Payments. (Aa) On each Payment Date, the Borrower shall direct the Account Bank to distribute all amounts on deposit in the Collection Account on such Payment Date that occurs prior to a Cash Trap Period and in the maturity following order of priority (the Term Loan “Priority of Payments”), in accordance with the Payment Date Certificate for such Payment Date: (by acceleration or otherwisei) and so long as no Default or Event of Default has occurred and is continuing, any available funds credited to the Operating Account will be applied as follows: first, to pay any amounts the Administrative Agent, Lenders, Borrower Indemnified Parties, and Affected Persons on a pro rata basis, all accrued and unpaid expenses, costs, or indemnification amounts; (ii) second, to the Administrative Agent, the Administrative Agent Fee, to the extent due and owing as a result unpaid; (iii) third, to the Administrative Agent for distribution to the Lenders (ratably, based on the amount then due and owing), all accrued and unpaid Interest due to each such Lender for the immediately preceding Interest Period, plus, if applicable, the amount of a mandatory prepayment any such Interest payable for any prior Interest Period to the extent such amount has not been distributed to each such Lender, and any interest accrued pursuant to Section 1.1(e4.02(b), including any Applicable Prepayment Premiumto the extent unpaid; second, to pay the Tax Reserve, in the amount of Tax funds then required; third, to pay the Insurance Reserve, in the amount of insurance funds then required; (iv) fourth, to the Administrative Agent for distribution to pay interest the Lenders (ratably, based on the amount then due and payable owing) (A) on the Term Loans ratably to the Lenders; fifth, to the HOA Reserve, in the amount of home owner’s association funds then required; sixth, to the Maintenance Reserve, in the amount of the maintenance funds then required; seventh, to the Interest Reserve, in the amount of interest then required; eighth, to the payment of any other fees, costs, expenses, indemnities, expense reimbursements Final Maturity Date or other Obligation due to Agent or any Lender by the Borrower; and ninth, any balance to the Borrower or any other Person legally entitled thereto. (B) Any proceeds of Collateral received by Agent not constituting a specific payment on a Payment Date (which shall be applied as specified in the preceding sentence) or, in any event, all payments received by Agent after if an Event of Default has occurred and is continuing on such Payment Date, the outstanding principal amount of the Loans, or during a Cash Trap Period shall be applied (B) prior to the Obligations ratably as follows: firstFinal Maturity Date and if an Event of Default is not continuing on such Payment Date, the Amortization Amount for such Payment Date; (v) [reserved]; and (vi) sixth, the balance, if any, to be paid at the direction of the Borrower. (b) Notwithstanding anything to the contrary set forth in this Section 4.01, the Administrative Agent shall have no obligation to distribute or pay any fees, indemnities, or expense reimbursements including amounts then due to Agent from the Borrower; second, to pay any fees, indemnities or expense reimbursements then due to Lenders from the Borrower; third, to pay interest then due and payable on the Term Loans ratably; fourth, to prepay principal on the Term Loans, including any Applicable Prepayment Premium; fifth, to the payment of any other Obligation due to Agent or any Lender by the Borrower; and sixth, any balance to the Borrower or any other Person legally entitled thereto.amount under this Section 4.01

Priority of Payments. (Aa) Allocations on each Distribution Date. On each Payment Date that occurs prior to a Cash Trap Period and Distribution Date, the maturity Trustee, on behalf of the Term Loan (by acceleration or otherwise) and so long as no Default or Event of Default has occurred and is continuingUp-MACRO Holding Trust, any available funds credited to shall allocate the Operating Account will be applied as follows: firstamounts on deposit in the Distribution Account, to pay any including without limitation amounts due and owing as a result of a mandatory prepayment deposited therein pursuant to Section 1.1(e5.5(b) and Section 5.6(b), including any Applicable Prepayment Premium; secondin accordance with the following priority of payments: (i) first, to pay the Tax Reserve, in the for deposit of an amount of Tax funds then required; third, to pay the Insurance Reserve, in the amount of insurance funds then required; fourth, to Agent to pay interest then due and payable on the Term Loans ratably equal to the Lenders; fifth, to Up-MACRO Fee Deduction Amount into the HOA Reserve, in the amount of home owner’s association funds then required; sixth, to the Maintenance Reserve, in the amount of the maintenance funds then required; seventh, to the Interest Reserve, in the amount of interest then required; eighth, Fee Payment Account for application to the payment of any other feesUp-MACRO Expenses incurred during the preceding Calculation Period in accordance with Section 5.3 hereunder; (ii) second, coststhe amount remaining in the Fee Payment Account after the payment of Up-MACRO Expenses, expensesfor the payment of the Up-MACRO Fees incurred during the preceding Calculation Period in accordance with Section 5.4 hereunder; (iii) third, indemnitiesif such Distribution Date is an Early Termination Date, expense reimbursements the Final Scheduled Termination Date or other Obligation due a Redemption Order Date for all or a portion of the Up-MACRO Holding Shares, to Agent or any Lender by the Borrower; and ninth, any balance segregate funds in an amount equal to the Borrower or any other Person legally entitled thereto. product of (A) all funds remaining after satisfying priorities first and second of this Section 5.2(a) and (B) Any proceeds the applicable Up-MACRO Redemption Percentage, for application of Collateral received by Agent not constituting such funds (A) to make the Up-MACRO Settlement Payment to the Down-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to make a specific Final Distribution to the Holders of the Up-MACRO Holding Shares being redeemed on such date; (iv) fourth, for reinvestment in Eligible Treasuries of an amount equal to the lesser of (x) the Up-MACRO Aggregate Par Amount on such Distribution Date (after deducting an amount equal to the Aggregate Par Amount of the Up-MACRO Holding Shares being redeemed on such Distribution Date), and (y) all funds remaining after satisfying priorities first through third of this Section 5.2(a); (v) fifth, for making the Up-MACRO Income Distribution Payment to the Down-MACRO Holding Trust, if such a payment is due under the Income Distribution Agreement; and (vi) sixth, for distribution as the Quarterly Distribution on a the Distribution Payment Date (which shall be applied as specified in that follows such Distribution Date all funds that are remaining after satisfying priorities first through fifth of this Section 5.2(a) to those Holders of the preceding sentence) or, in any event, all payments received by Agent after an Event of Default has occurred and is continuing or during a Cash Trap Period shall be applied to the Obligations ratably as follows: first, to pay any fees, indemnities, or expense reimbursements including amounts then due to Agent from the Borrower; second, to pay any fees, indemnities or expense reimbursements then due to Lenders from the Borrower; third, to pay interest then due and payable Up-MACRO Holding Shares who are listed on the Term Loans ratably; fourth, to prepay principal books and records of the Depository as Beneficial Owners on the Term Loans, including any Applicable Prepayment Premium; fifth, to the payment of any other Obligation due to Agent or any Lender by the Borrower; and sixth, any balance to the Borrower or any other Person legally entitled theretorelated Record Date.

Priority of Payments. Following receipt of a Remedies Direction by the Collateral Agent from the Majority Lenders pursuant to Section 3.02(a) in connection with the sale, disposition or other realization, collection or recovery of any amounts in the Collateral Accounts or any other Collateral (Aor any portion thereof) On each Payment Date that occurs prior to a Cash Trap Period and for the maturity payment of the Term Loan Obligations, the Collateral Agent shall apply the proceeds of such sale, disposition, or other realization, collection or recovery toward the payment of the Obligations in the following order of priority (by acceleration or otherwiseand without duplication): (i) and so long as no Default or Event of Default has occurred and is continuing, any available funds credited to the Operating Account will be applied as follows: first, to pay any amounts due and owing as a result of a mandatory prepayment pursuant to Section 1.1(e), including any Applicable Prepayment Premium; second, to pay the Tax Reserve, in the amount of Tax funds then required; third, to pay the Insurance Reserve, in the amount of insurance funds then required; fourth, to Agent to pay interest Administrative Costs then due and payable to the Agents under any Loan Document pro rata based on such respective amounts then due to such Persons; (ii) second, to the Administrative Agent, for the account of the Lenders entitled thereto, the amount of all accrued but unpaid interest (other than any interest on any overdue amount which has accrued at the Post-Default Rate) owed to the relevant Lenders on the Term Loans ratably Obligations (or to the applicable Agent on their behalf), pro rata based on such respective amounts then due to such Lenders; ; (iii) third, to the Administrative Agent, for the account of the Lenders entitled thereto, the amount of all unpaid principal of the Loans then due and payable to the relevant Lenders, pro rata based on such respective amounts then due to such Lenders; (iv) fourth, to the Administrative Agent, for the account of the Lenders entitled thereto, an amount equal to any other accrued but unpaid Obligations (including any unpaid Make-Whole Amount, fees, costs, charges and expenses) then due and payable to the Lenders under any Loan Document pro rata based on such respective amounts then due to such Lenders (in each case, other than any interest on any overdue amount which has accrued at the Post-Default Rate); (v) fifth, to the HOA ReserveAdministrative Agent, in for the account of the Lenders entitled thereto, the amount of home owner’s association funds all accrued but unpaid interest on any overdue amount which has accrued at the Post-Default Rate then required; sixth, due and payable to the Maintenance Reserve, in the amount of the maintenance funds then required; seventh, to the Interest Reserve, in the amount of interest then required; eighth, to the payment of Lenders under any other fees, costs, expenses, indemnities, expense reimbursements or other Obligation due to Agent or any Lender by the Borrower; and ninth, any balance to the Borrower or any other Person legally entitled thereto. (B) Any proceeds of Collateral received by Agent not constituting a specific payment Loan Document pro rata based on a Payment Date (which shall be applied as specified in the preceding sentence) or, in any event, all payments received by Agent after an Event of Default has occurred and is continuing or during a Cash Trap Period shall be applied to the Obligations ratably as follows: first, to pay any fees, indemnities, or expense reimbursements including such respective amounts then due to Agent from the Borrowersuch Lenders; second, to pay any fees, indemnities or expense reimbursements then due to Lenders from the Borrower; third, to pay interest then due and payable on the Term Loans ratably; fourth, to prepay principal on the Term Loans, including any Applicable Prepayment Premium; fifth, to the payment of any other Obligation due to Agent or any Lender by the Borrower; and and (vi) sixth, any balance to after final payment in full of all Obligations and upon the Borrower or any other Person legally entitled theretoDebt Termination Date, in accordance with Section 2.03.

Priority of Payments. On (Ax) On each Interest Payment Date, (y) the Maturity Date and (z) each Agent Business Day after the occurrence of (i) a Cash Sweep Event or (ii) an Event of Default and the declaration of the Secured Obligations as due and payable (each date set forth in clause (z) above, an “Additional Distribution Date”), the Collateral Agent shall distribute, in accordance with the monthly report approved by the Servicer in accordance with Section 9.02(g) (or, in the case of an Additional Distribution Date, in accordance with the calculations provided by the Administrative Agent to the Collateral Agent in connection therewith), all amounts in the USD Interest Collection Account, the USD Principal Collection Account, the Permitted Non-USD Currency Accounts (except for any Principal Proceeds that will be used to settle binding commitments entered into prior to the related determination date for the purchase of Portfolio Investments) in the following order of priority (the “Priority of Payments”): (a) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Credit Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount, under this subclause (i) of U.S.$62,500 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date that occurs prior occurring in the same Calculation Period); provided, that, if any such amount under this subclause (i) is not utilized during any Calculation Period then such unutilized amount may be applied during any of the three succeeding Calculation Periods, (ii) second, any other accrued and unpaid fees (other than the commitment fee payable to the Lenders, but, for the avoidance of doubt, including fees payable to the Administrative Agent) and out-of-pocket expenses, including indemnities due hereunder or under any other Credit Document or payable to any Governmental Authority in respect of Taxes payable by the Company or filing, registration or similar fees, up to a Cash Trap maximum amount under this clause (a) of U.S.$30,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same Calculation Period) and (iii) third, to pay Servicer Expenses up to a maximum amount under this clause (iii) of U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same Calculation Period); provided, that, if any such amount under this subclause (iii) is not utilized during any Calculation Period and the maturity then such unutilized amount may be applied during any of the Term Loan three succeeding Calculation Periods; (by acceleration or otherwiseb) to pay accrued and so long as no Default unpaid interest due in respect of the Advances, any accrued and unpaid Administrative Agent Fee and any increased costs and accrued and unpaid commitment fees payable to the Lenders (pro rata based on amounts due); (c) to make any Permitted RIC Distributions up to a maximum amount of U.S.$600,000; (d) if any Cash Sweep Event or Event of Default has occurred and is continuing, any available funds credited to the Operating Account will be applied as follows: first, to pay principal of the Advances until the Advances are paid in full; (e) to pay (i) on each Interest Payment Date, all prepayments and repayments of the Advances required or, if elected by the Company, permitted under this Agreement (including any amounts due and owing as a result applicable premium in the event of a mandatory prepayment contemporaneous commitment reduction for which such a premium is payable pursuant to Section 1.1(e4.07(a)) and (ii) on the Maturity Date and any Additional Distribution Date, including any Applicable Prepayment Premium; second, principal of the Advances until the Advances are paid in full; (f) [reserved]; (g) to pay the Tax Reserve, all amounts set forth in clause (a) above (in the amount same order of Tax funds then required; third, priority specified therein) not paid due to pay the Insurance Reserve, in the amount of insurance funds then required; fourth, limitation set forth therein; (h) to Agent make any Permitted Distributions and Permitted RIC Distributions directed pursuant to pay interest then due this Agreement and payable not made pursuant to clause (c) above; (i) on the Term Loans ratably to the Lenders; fifth, to the HOA Reserve, in the amount of home owner’s association funds then required; sixth, to the Maintenance Reserve, in the amount of the maintenance funds then required; seventh, to the Interest Reserve, in the amount of interest then required; eighth, to the payment of Maturity Date or if any other fees, costs, expenses, indemnities, expense reimbursements or other Obligation due to Agent or any Lender by the Borrower; and ninth, any balance to the Borrower or any other Person legally entitled thereto. (B) Any proceeds of Collateral received by Agent not constituting a specific payment on a Payment Date (which shall be applied as specified in the preceding sentence) or, in any event, all payments received by Agent after an Event of Default has occurred and is continuing continuing, to pay any other Secured Obligations outstanding at such time; and (j) (i) on any Interest Payment Date, to deposit any remaining amounts in the USD Principal Collection Account or the applicable Permitted Non-USD Currency Account as Principal Proceeds (which, during a Cash Trap Period shall the Reinvestment Period, may be applied to the Obligations ratably acquisition of additional Portfolio Investments, subject to the applicable terms and conditions set forth in this Agreement, including, without limitation, Section 1.03 and Section 4.02 hereof), (ii) on any Interest Payment Date, any remaining amounts in the USD Interest Collection Account or the applicable Permitted Non-USD Currency Account as follows: first, to pay any fees, indemnities, or expense reimbursements including amounts then due to Agent from the Borrower; second, to pay any fees, indemnities or expense reimbursements then due to Lenders from the Borrower; third, to pay interest then due and payable on the Term Loans ratably; fourth, to prepay principal on the Term Loans, including any Applicable Prepayment Premium; fifthInterest Proceeds, to the payment of Company (or its designee) and (iii) on the Maturity Date and any other Obligation due to Agent or any Lender by the Borrower; and sixthAdditional Distribution Date, any balance remaining amounts to the Borrower Company (or any other Person legally entitled theretoits designee).

Priority of Payments. (A) Application of Collections on Weekly Transfer Dates or Monthly Transfer Dates, as applicable. On each Transfer Date, funds on deposit in the Payment Controlled Account shall be allocated by Borrower pursuant to the following priorities, as set forth in the applicable Transfer Certificate (the “Priority of Payments”): (i) first, on each Weekly Transfer Date that occurs prior to the Administrative Agent for payment of invoiced Administrative Agent Fee and other fees payable pursuant to the Administrative Agent Fee Letter plus, costs, expenses (including legal fees) and indemnities owing to the Administrative Agent under this Agreement and the other Transaction Documents (subject to a Cash Trap Period maximum of $250,000 per annum; provided, that such cap shall not apply to (a) the indemnification obligations of Borrower to the Administrative Agent or (b) upon the occurrence and continuance of an Event of Default); (ii) second, on each Weekly Transfer Date, to the maturity Borrower for the payment of any Borrower Operating Expenses not paid pursuant to step first above, up to an amount not to exceed $1,000,000 per annum; provided that such cap shall not apply to Borrower Operating Expenses in respect of (a) the Term Loan Borrower’s indemnification obligations, (by acceleration b) the Borrower’s insurance obligations in respect of directors’ and officers’ or otherwise(b) and so long as no fees (including legal fees) incurred in connection with any Borrower Default or Event of Default hereunder. (iii) third, on each Weekly Transfer Date, pro rata (A) to the Manager, the Management Fee with respect to the preceding Weekly Collection Period and (B) to the Servicer, the Weekly Servicing Fee with respect to the preceding Weekly Collection Period; (iv) fourth, on each Weekly Transfer Date, (A) first, to the Reserve Controlled Account until the amount on deposit therein equals the Accrued Monthly Interest Amount as of the immediately succeeding Monthly Transfer Date, and (B) second, to the Reserve Controlled Account until the amount on deposit therein equals the Monthly Amortization Amount as of the immediately succeeding Monthly Transfer Date; (v) fifth, on each Monthly Transfer Date, to the extent that amounts then on deposit in the Reserve Controlled Account and to be applied to in accordance with Section 2.9 are not sufficient to pay such amounts in whole, (A) first, to the Administrative Agent for distribution to each Lender’s accrued interest on the Term Loans and (B) second, to the Paying Agent for distribution to each Preferred Member the Accrued Preferred Distributions, as set forth in Section 23 of the DBS Subscriber Sub A&R LLC Agreement in accordance with the Monthly Report or other written direction provided by the Borrower which the Administrative Agent may rely upon and shall have no liability for relying upon such certificate; (vi) sixth, on each Monthly Transfer Date commencing in January 2025, to the extent that amounts on deposit in the Reserve Controlled Account and to be applied in accordance with Section 2.9 are not sufficient to pay such amounts in whole, an amount equal to the Monthly Amortization Amount to the Administrative Agent for distribution to each Lender of the Closing Date Incremental Loans, pro rata; (vii) seventh, on each Weekly Transfer Date, so long as no Rapid Amortization Event has occurred and is continuing, any available funds credited to the Operating Retention Controlled Account will be applied until the amount on deposit therein equals the Required Retention Amount as follows: firstof such date of determination; (viii) eighth, on each Weekly Transfer Date after the date that is ninety (90) days after the repayment in full of the DBS 2024 Notes (or, if earlier, the stated maturity thereof), so long as no Rapid Amortization Event has occurred and is continuing, to pay the Retention Controlled Account until the amount on deposit therein equals the Interest Reserve Required Amount as of the immediately succeeding Monthly Transfer Date; (ix) ninth, during the continuation of an Event of Default or as payable pursuant to Section 12.4 or 12.7 hereof, any amounts due and owing Borrower Operating Expenses not paid pursuant to clause (ii) above; (x) tenth, on each Weekly Transfer Date that occurs on or prior to September 30, 2025 so long as no Rapid Amortization Event has occurred (other than solely as a result of a mandatory prepayment pursuant failure by the Borrower to Section 1.1(emaintain the Leverage Ratio Requirement), including to the Servicer on behalf of the Borrower, the Allocated Tax Amount; (xi) eleventh, on each Monthly Transfer Date, so long as no Rapid Amortization Period has commenced, to be applied as set forth in Section 2.10 hereof; and (xii) twelfth, on each Monthly Transfer Date, (x) during any Applicable Prepayment Premium; Rapid Amortization Period resulting from the occurrence of an Event of Default, (A) first, to the Administrative Agent for distribution to the Lenders, pro rata, in repayment of principal amount of the Term Loans until the aggregate principal amount of Term Loans, pro rata, has been reduced to zero and (B) second, to pay the Tax ReservePaying Agent for distribution to each Preferred Member in respect of its Unreturned Preferred Amount as set forth in Section 23 of the DBS Subscriber Sub A&R LLC Agreement in accordance with the Monthly Report or other written direction provided by the Borrower which the Paying Agent may rely upon and shall have no liability for relying upon such certificate, (y) during any Rapid Amortization Period resulting from anything other than the occurrence of an Event of Default, (A) ratably to (i) the Administrative Agent for distribution to the Lenders, pro rata, in the repayment of principal amount of Tax funds then required; third, to pay the Insurance Reserve, in the amount of insurance funds then required; fourth, to Agent to pay interest then due and payable on the Term Loans ratably until the aggregate principal amount of Term Loans has been reduced to zero and (ii) the Paying Agent for distribution to each Preferred Member in respect of its Unreturned Preferred Amount as set forth in Section 23 of the DBS Subscriber Sub A&R LLC Agreement in accordance with the Monthly Report or other written direction provided by the Borrower which the Paying Agent may rely upon and shall have no liability for relying upon such certificate and (z) the remainder to the Lenders; fifth, to the HOA Reserve, Common Member as set forth in the amount of home owner’s association funds then required; sixth, to the Maintenance Reserve, in the amount Section 23 of the maintenance funds then required; seventh, to the Interest Reserve, in the amount of interest then required; eighth, to the payment of any other fees, costs, expenses, indemnities, expense reimbursements or other Obligation due to Agent or any Lender by the Borrower; and ninth, any balance to the Borrower or any other Person legally entitled theretoDBS Subscriber Sub A&R LLC Agreement. (B) Any proceeds of Collateral received by Agent not constituting a specific payment on a Payment Date (which shall be applied as specified in the preceding sentence) or, in any event, all payments received by Agent after an Event of Default has occurred and is continuing or during a Cash Trap Period shall be applied to the Obligations ratably as follows: first, to pay any fees, indemnities, or expense reimbursements including amounts then due to Agent from the Borrower; second, to pay any fees, indemnities or expense reimbursements then due to Lenders from the Borrower; third, to pay interest then due and payable on the Term Loans ratably; fourth, to prepay principal on the Term Loans, including any Applicable Prepayment Premium; fifth, to the payment of any other Obligation due to Agent or any Lender by the Borrower; and sixth, any balance to the Borrower or any other Person legally entitled thereto.

Priority of Payments. (i) On each Interest Payment Date during the Revolving Period, the Borrower immediately thereafter shall direct the Custodian to apply Interest Proceeds received with respect to the Portfolio Assets and on deposit in the Interest Collection Subaccount (to the extent available) to make the following payments in the following order or priority: (A) On each Payment Date that occurs prior to a Cash Trap Period and the maturity of the Term Loan (by acceleration or otherwise) and so long as no Default or Event of Default has occurred and is continuing, any available funds credited to the Operating Account will be applied as follows: first, to pay Fees and Expenses, which shall be paid first to the Custodian and thereafter pro rata to the other parties entitled thereto; (B) second, (i) to pay accrued and unpaid interest on the Loans, including, without duplication, any amounts previously deferred interest on such Loans (with interest thereon), then (ii) to pay to the Administrative Agent the Upfront Fee due and owing payable on such date, if any, and then (iii) to make Permitted RIC Distributions to the Borrower's sole regarded owner; (C) third, to pay (x) any unpaid indemnification payments and any other unpaid amounts payable pro rata to the Custodian and then (y) any Collateral Manager Reimbursable Expenses; (D) fourth, to pay any unpaid indemnification payments and any other unpaid amounts payable pro rata to the Administrative Agent, the Lenders and the Collateral Manager; (E) fifth, if Permitted Dividend Distributions are permitted, at the discretion of the Collateral Manager, (x) any remaining amounts to pay principal on the Loans until the Loans are repaid in full or (y) subject to the limit set forth in clause (c) of the definition of Permitted Dividend Distribution, to the Investor Account; and (F) sixth, any remaining amounts to be retained in the Interest Collection Subaccount as a result of a mandatory prepayment pursuant Interest Proceeds. (ii) On each Interest Payment Date after the Revolving Period has terminated, the Borrower shall direct the Custodian to Section 1.1(eapply Interest Proceeds received with respect to the Portfolio Assets and on deposit in the Interest Collection Subaccount (to the extent available) to make the following payments in the following order or priority: (A) first, to pay Fees and Expenses, which shall be paid first to the Custodian and thereafter pro rata to the other parties entitled thereto; (B) second, (i) to pay accrued and unpaid interest on the Loans, including, without duplication, any previously deferred interest on such Loans (with interest thereon), including then (ii) to pay to the Administrative Agent the Upfront Fee due and payable on such date, if any, and then (iii) to make Permitted RIC Distributions to the Borrower's sole regarded owner; (C) third, to pay (x) any Applicable Prepayment Premiumunpaid indemnification payments and any other unpaid amounts payable pro rata to the Custodian and then (y) any Collateral Manager Reimbursable Expenses; (D) fourth, to pay any unpaid indemnification payments and any other unpaid amounts payable pro rata to the Administrative Agent, the Lenders and the Collateral Manager; (E) fifth, to pay principal on the Loans until the Loans are repaid in full; secondand (F) sixth, any remaining amounts to the Investor Account. (iii) On each Interest Payment Date after the Revolving Period has terminated, the Borrower shall direct the Custodian to apply Principal Proceeds received with respect to the Portfolio Assets and on deposit in the Principal Collection Subaccount (to the extent available) to make the following payments in the following order or priority: (A) first, to pay the Tax Reserve, amounts referred to in clauses (ii)(A) through (ii)(B) above (in the amount same manner and order of Tax funds priority stated therein) but only to the extent not paid in full thereunder; (B) second, (i) to pay principal on the Loans until the Loans are repaid in full, then required; (ii) to pay to the Administrative Agent the Upfront Fee due and payable on such date, if any, and then (iii) to make Permitted RIC Distributions to the Borrower's sole regarded owner; (C) third, to pay the Insurance Reserve, amounts referred to in clauses (ii)(C) through (ii)(D) above (in the amount same manner and order of insurance funds then requiredpriority stated therein) but only to the extent not paid in full thereunder; and (D) fourth, any remaining amounts to Agent the Investor Account. (iv) During the Revolving Period, on the settlement date in connection with an Approved CLO Event, the Borrower shall direct the Custodian to apply proceeds consisting of the sale price, accrued and unpaid interest and delayed compensation received with respect to the Portfolio Assets being transferred in connection with such Approved CLO Event on deposit in the Collection Account to make the following payments in the following order or priority: (A) first, to pay the Fees and Expenses, which shall be paid first to the Custodian and thereafter pro rata to the other parties entitled thereto (up to the cap set forth in the definition of Fees and Expenses); (B) second, (i) unless waived in writing by the Administrative Agent in its sole discretion, to prepay the Loan principal in such amount that on a pro forma basis after taking into account such prepayment and the transfer of Portfolio Assets in connection with the Approved CLO Event, the Stop Purchase LTV Ratio will be no greater than 75% and then (ii) to pay any unpaid interest accrued with respect to such prepaid principal amount for any past or current Interest Accrual Period up to and including the settlement date in connection with the Approved CLO Event, then (iii) to pay to the Administrative Agent the Upfront Fee due and payable on the Term Loans ratably such date, if any, and then (iv) to make Permitted RIC Distributions to the LendersBorrower's sole regarded owner; (C) third, to pay (x) any unpaid indemnification payments and any other unpaid amounts payable pro rata to the Custodian and then (y) any Collateral Manager Reimbursable Expenses; (D) fourth, to pay any unpaid indemnification payments and any other unpaid amounts payable pro rata to the Administrative Agent, the Lenders and the Collateral Manager; and (E) fifth, any remaining amounts to the HOA Reserve, Investor Account; provided that the Collateral Manager may designate all or a portion of such amounts for deposit to the Principal Collection Subaccount. (v) On the Maturity Date (and in the amount case of home owner’s association clauses (A) and (B) below, on the date of a repayment of Loans pursuant to Section 2(g)), as applicable, the Borrower shall direct the Custodian to apply funds then required; sixthon deposit in the Accounts to make the following payments in the following order or priority: (A) On the date of a repayment of Loans pursuant to Section 2(g), funds on deposit in the Interest Collection Subaccount (to the Maintenance Reserveextent available) shall be applied to pay accrued and unpaid interest on the Loans so prepaid, in the amount of the maintenance funds then required; seventhincluding, to the Interest Reserve, in the amount of interest then required; eighth, to the payment of any other fees, costs, expenses, indemnities, expense reimbursements or other Obligation due to Agent or any Lender by the Borrower; and ninthwithout duplication, any balance to the Borrower or any other Person legally entitled thereto.previously deferred interest on such Loans (with interest thereon); (B) Any proceeds On the date of Collateral received by Agent not constituting a specific payment repayment of Loans pursuant to Section 2(g), funds on a Payment Date (which shall be applied as specified deposit in the preceding sentencePrincipal Collection Subaccount ( (to the extent available and excluding any amounts needed to settle the acquisition of Assets for which the trade date, but not the settlement date, has occurred) or, in any event, all payments received by Agent after an Event of Default has occurred and is continuing or during a Cash Trap Period shall be applied to prepay the Obligations ratably as follows: Loans; (C) On the Maturity Date, funds on deposit in the Collection Account representing Interest Proceeds and Principal Proceeds and funds on deposit in the Investor Account shall be applied: (I) first, to pay Fees and Expenses, which shall be paid first to the Custodian and thereafter pro rata to the other parties entitled thereto; (II) second, (i) to pay accrued and unpaid interest on the Loans, including, without duplication, any feespreviously deferred loan interest (with interest thereon), indemnities, or expense reimbursements including amounts and then due (ii) to Agent from make Permitted RIC Distributions to the Borrower; second's sole regarded owner; (III) third, to repay the Loans in accordance with Section 2; (IV) fourth, to pay to the Administrative Agent the Upfront Fee due and payable on such date, if any; (V) fifth, to pay (x) any unpaid indemnification payments and any other unpaid amounts payable pro rata to the Custodian and then (y) to pay any Collateral Manager Reimbursable Expenses; (VI) sixth, to pay any fees, indemnities or expense reimbursements then due to Lenders from the Borrower; third, to pay interest then due unpaid indemnification payments and any other unpaid amounts payable on the Term Loans ratably; fourth, to prepay principal on the Term Loans, including any Applicable Prepayment Premium; fifth, pro rata to the payment of any other Obligation due to Agent or any Lender by Administrative Agent, the BorrowerLenders and the Collateral Manager; and sixthand (VII) seventh, any balance remaining amounts to the Investor Account. (vi) On any Interim Payment Date, the Borrower or any other Person legally entitled theretoshall direct the Custodian to deposit funds into the Investor Account in accordance with Section 2(l).

Priority of Payments. On (Ax) On each Interest Payment Date, (y) the Maturity Date that occurs prior to and (z) each Agent Business Day after the occurrence of (i) a Cash Trap Period and the maturity of the Term Loan Sweep Event or (by acceleration or otherwiseii) and so long as no Default or an Event of Default has occurred and is continuing, any available funds credited to the Operating Account will be applied declaration of the Secured Obligations as follows: first, to pay any amounts due and owing as a result of a mandatory prepayment pursuant to Section 1.1(epayable (each date set forth in clause (z) above, an "Additional Distribution Date"), including any Applicable Prepayment Premium; secondthe Collateral Agent shall distribute, to pay in accordance with the Tax Reservemonthly report approved by the Servicer in accordance with Section 9.02(g) (or, in the case of an Additional Distribution Date, in accordance with the calculations provided by the Administrative Agent to the Collateral Agent in connection therewith), all amounts in the USD Interest Collection Account, the USD Principal Collection Account, the Permitted Non-USD Currency Accounts (except for any Principal Proceeds that will be used to settle binding commitments entered into prior to the related determination date for the purchase of Portfolio Investments) in the following order of priority (the "Priority of Payments"): (a) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Credit Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount, under this subclause (b) of U.S.$62,500 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same Calculation Period); provided, that, if any such amount under this subclause (i) is not utilized during any Calculation Period then such unutilized amount may be applied during any of Tax funds then required; the three succeeding Calculation Periods, (ii) second, any other accrued and unpaid fees (other than the commitment fee payable to the Lenders, but, for the avoidance of doubt, including fees payable to the Administrative Agent) and out-of-pocket expenses, including indemnities due hereunder or under any other Credit Document or payable to any Governmental Authority in respect of Taxes payable by the Company or filing, registration or similar fees, up to a maximum amount under this clause (a) of U.S.$30,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same Calculation Period) and (iii) third, to pay Servicer Expenses up to a maximum amount under this clause (iii) of U.S.$25,000 on each Interest Payment Date, the Insurance Reserve, Maturity Date and each Additional Distribution Date (in the amount case of insurance funds then required; fourthany Additional Distribution Date or the Maturity Date, after giving effect to Agent to pay interest then due and payable all payments of such amounts on the Term Loans ratably to the Lenders; fifth, to the HOA Reserve, any other Additional Distribution Date or Interest Payment Date occurring in the same Calculation Period); provided, that, if any such amount of home owner’s association funds under this subclause (iii) is not utilized during any Calculation Period then required; sixth, to the Maintenance Reserve, in the such unutilized amount may be applied during any of the maintenance funds then required; seventh, to the Interest Reserve, in the amount of interest then required; eighth, to the payment of any other fees, costs, expenses, indemnities, expense reimbursements or other Obligation due to Agent or any Lender by the Borrower; and ninth, any balance to the Borrower or any other Person legally entitled thereto. (B) Any proceeds of Collateral received by Agent not constituting a specific payment on a Payment Date (which shall be applied as specified in the preceding sentence) or, in any event, all payments received by Agent after an Event of Default has occurred and is continuing or during a Cash Trap Period shall be applied to the Obligations ratably as follows: first, to pay any fees, indemnities, or expense reimbursements including amounts then due to Agent from the Borrower; second, to pay any fees, indemnities or expense reimbursements then due to Lenders from the Borrower; third, to pay interest then due and payable on the Term Loans ratably; fourth, to prepay principal on the Term Loans, including any Applicable Prepayment Premium; fifth, to the payment of any other Obligation due to Agent or any Lender by the Borrower; and sixth, any balance to the Borrower or any other Person legally entitled thereto.three succeeding Calculation Periods;

Priority of Payments. (Aa) Allocations on each Distribution Date. On each Payment Date that occurs prior to a Cash Trap Period and Distribution Date, the maturity Trustee, on behalf of the Term Loan (by acceleration or otherwise) and so long as no Default or Event of Default has occurred and is continuingUp Trust, any available funds credited to shall allocate the Operating Account will be applied as follows: firstamounts on deposit in the Distribution Account, to pay any including amounts due and owing as a result of a mandatory prepayment deposited therein pursuant to Section 1.1(e5.5(b) and Section 5.6(b), including any Applicable Prepayment Premium; secondin accordance with the following priority of payments: (i) first, to pay the Tax Reserve, in the for deposit of an amount of Tax funds then required; third, to pay the Insurance Reserve, in the amount of insurance funds then required; fourth, to Agent to pay interest then due and payable on the Term Loans ratably equal to the Lenders; fifth, to Up Fee Deduction Amount into the HOA Reserve, in the amount of home owner’s association funds then required; sixth, to the Maintenance Reserve, in the amount of the maintenance funds then required; seventh, to the Interest Reserve, in the amount of interest then required; eighth, Fee Payment Account for application to the payment of any other feesUp Expenses incurred during the preceding Calculation Period in accordance with Section 5.3 hereunder; (ii) second, costs, expenses, indemnities, expense reimbursements or other Obligation due to Agent or any Lender by for application of the Borrower; and ninth, any balance Up Fee Deduction Amount to the Borrower or any other Person legally entitled thereto.payment of Up Fees accrued during the preceding Calculation Period in accordance with Section 5.4 hereunder; (Biii) Any proceeds third, if such Distribution Date is a Redemption Date, an Early Termination Date or the Final Scheduled Termination Date, to segregate all funds remaining after satisfying priorities first and second of Collateral received by Agent not constituting a specific payment on a Payment Date (which shall be applied as specified in the preceding sentencethis Section 5.2(a) or, in any eventthe case of a Redemption Date, all payments received by Agent after an Event the product of Default has occurred the applicable Redemption Percentage and is continuing or during a Cash Trap Period shall be applied such remaining funds, and apply such funds (A) to make the Up Settlement Payment to the Obligations ratably as follows: first, Down Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to pay any fees, indemnities, or expense reimbursements including amounts then due make a Final Distribution to Agent from the BorrowerHolders of the Up MacroShares being redeemed on such date; second, to pay any fees, indemnities or expense reimbursements then due to Lenders from based upon the Borrower; third, to pay interest then due and payable Underlying Values of the Paired Trusts on the Term Loans ratably; last calendar day preceding such Distribution Date; (iv) fourth, for reinvestment in Eligible Treasuries of an amount equal to prepay principal the lesser of (x) the Up Aggregate Par Amount on such Distribution Date (adjusted for any Paired Issuances and/or Paired Optional Redemptions that are being concurrently settled) and (y) all funds remaining after satisfying priorities first through third of this Section 5.2(a); (v) fifth, for making an Up Income Distribution Payment to the Down Trust, if such a payment is due under the Income Distribution Agreement; and (vi) sixth, for distribution as the Quarterly Distribution on the Term Loans, including any Applicable Prepayment Premium; fifth, Distribution Payment Date that follows such Distribution Date all funds that are remaining after satisfying priorities first through fifth of this Section 5.2(a) to those Holders of the payment Up MacroShares who are listed on the books and records of any other Obligation due to Agent or any Lender by the Borrower; and sixth, any balance to Depository as Beneficial Owners on the Borrower or any other Person legally entitled theretorelated Record Date.

Priority of Payments. On (Aw) On each Interest Payment Date, (x) the Maturity Date, (y) any date after the occurrence of a Market Value Event and (z) any date after the Maturity Date that occurs prior to a Cash Trap Period and the maturity of the Term Loan (by acceleration or otherwise) and so long as no Default or following an Event of Default has occurred and is continuing, any available funds credited to the Operating Account will be applied declaration of the Secured Obligations as follows: first, to pay any amounts due and owing as a result of a mandatory prepayment pursuant to Section 1.1(e), including any Applicable Prepayment Premium; second, to pay the Tax Reserve, in the amount of Tax funds then required; third, to pay the Insurance Reserve, in the amount of insurance funds then required; fourth, to Agent to pay interest then due and payable on (each date set forth in clauses (y) and (z) above, an "Additional Distribution Date"), the Term Loans ratably Collateral Agent shall distribute all amounts in the Collection Account in the following order of priority (the "Priority of Payments"): (a) To pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under each other Loan Document (including fees, out-of-pocket expenses and indemnities) and (ii) second, any other accrued and unpaid fees and out-of pocket expenses (other than the commitment fee payable to the Lenders; fifth, but including Lender indemnities) due hereunder and under each other Loan Document, up to a maximum amount under this clause (a) of U.S.$100,000 (the HOA Reserve"Cap") on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the amount case of home owner’s association funds then required; sixthany Additional Distribution Date or the Maturity Date, after giving effect to the Maintenance Reserve, all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the amount of the maintenance funds then requiredsame calendar quarter); seventh, to the Interest Reserve, in the amount of interest then required; eighth, to the payment of any other fees, costs, expenses, indemnities, expense reimbursements or other Obligation due to Agent or any Lender by the Borrower; and ninth, any balance to the Borrower or any other Person legally entitled thereto. (B) Any proceeds of Collateral received by Agent not constituting a specific payment on a Payment Date (which shall be applied as specified in the preceding sentence) or, in any event, all payments received by Agent after provided that if an Event of Default has occurred and is continuing or during a Cash Trap Period the Administrative Agent has terminated the Financing Commitments and declared the Secured Obligations due and payable, the Cap shall be applied increased to $200,000 for payment to the Obligations ratably as follows: firstCollateral Agent, the Collateral Administrator and the Securities Intermediary in connection with any actions it has taken with respect to enforcement of rights on the Collateral. (b) To deposit an amount equal to the Expense Reserve Account Amount in the Expense Reserve Account; (c) To pay interest due in respect of the Advances, any amounts due or payable pursuant to Section 3.03(c) and 3.03(f) and commitment fees payable to the Lenders (pro rata based on amounts due); (d) To pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full; (e) (i) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amount and (ii) after the Reinvestment Period but prior to the Maturity Date, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amount; (f) To pay any fees, indemnities, or expense reimbursements including all amounts then set forth in clause (a) above not paid due to Agent from the Borrower; secondlimitation set forth therein; (g) To the extent not reimbursed out of funds on deposit in the Expense Reserve Account, to pay reimburse the Portfolio Manager and the Company for any feesand all reasonable costs and expenses incurred by the Portfolio Manager and the Company, indemnities as applicable, in connection with the Collateral or expense reimbursements then due in the performance of its obligations under this Agreement; (h) To make any Permitted Distributions or Permitted Tax Distributions (using Interest Proceeds) directed pursuant to Lenders from this Agreement; and (i) On any Interest Payment Date other than the Borrower; thirdMaturity Date, to pay interest then due deposit any remaining amounts in the Collection Account and payable (ii) on the Term Loans ratably; fourthMaturity Date and any Additional Distribution Date, to prepay principal on the Term Loans, including any Applicable Prepayment Premium; fifth, remaining amounts to the payment of any other Obligation due to Agent or any Lender by the Borrower; and sixth, any balance to the Borrower or any other Person legally entitled theretoCompany.

Priority of Payments. On (Ax) On each Interest Payment Date, (y) the Maturity Date that occurs prior to a Cash Trap Period and (z) after the maturity of the Term Loan (by acceleration or otherwise) and so long as no Default or Event of Default has occurred and is continuing, any available funds credited to the Operating Account will be applied as follows: first, to pay any amounts due and owing as a result occurrence of a mandatory prepayment pursuant to Section 1.1(e), including any Applicable Prepayment Premium; second, to pay Market Value Event or after the Tax Reserve, in the amount occurrence of Tax funds then required; third, to pay the Insurance Reserve, in the amount of insurance funds then required; fourth, to Agent to pay interest then due and payable on the Term Loans ratably to the Lenders; fifth, to the HOA Reserve, in the amount of home owner’s association funds then required; sixth, to the Maintenance Reserve, in the amount of the maintenance funds then required; seventh, to the Interest Reserve, in the amount of interest then required; eighth, to the payment of any other fees, costs, expenses, indemnities, expense reimbursements or other Obligation due to Agent or any Lender by the Borrower; and ninth, any balance to the Borrower or any other Person legally entitled thereto. (B) Any proceeds of Collateral received by Agent not constituting a specific payment on a Payment Date (which shall be applied as specified in the preceding sentence) or, in any event, all payments received by Agent after an Event of Default has occurred and is continuing the declaration of the Secured Obligations as due and payable, upon any other Agent Business Day as directed by the Administrative Agent at least five (5) Agent Business Days prior to such date of payment (each date set forth in clause (z) above, an “Additional Distribution Date”; provided that there shall only be one Additional Distribution Date per month), the Collateral Agent shall distribute all amounts in the Collection Accounts and the Permitted Non-USD Currency Collection Accounts in the following order of priority (the “Priority of Payments”): (a) to pay (i) first, amounts due or during a Cash Trap Period payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the Account Control Agreement (including fees, out-of-pocket expenses and indemnities) and (ii) second, any other accrued and unpaid fees and out-of-pocket expenses (other than the Administrative Agency Fees and the commitment fee payable to the Lenders, but including Lender indemnities) due hereunder and under the Account Control Agreement; provided that payments under this clause (a) shall be applied up to a maximum amount of U.S.$75,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Permitted Non-USD Currency does not exceed an amount equal to the Obligations ratably as follows: firstlesser of (A) the product of (i) 20% and (ii) the Financing Commitment then in effect and (B) the Collateral Principal Amount of all Portfolio Investments denominated in any Permitted Non-USD Currency, to pay any fees, indemnities, or expense reimbursements including amounts then due to Agent from (II) the Borrower; second, to pay any fees, indemnities or expense reimbursements then due to Lenders from Dollar Equivalent of the Borrower; third, to pay interest then due and payable on the Term Loans ratably; fourth, to prepay aggregate outstanding principal on the Term Loans, including any Applicable Prepayment Premium; fifth, amount of all Advances denominated in GBP does not exceed an amount equal to the payment lesser of any other Obligation due to Agent or any Lender by (A) the Borrower; product of (i) 10% and sixth(ii) the Financing Commitment then in effect and (B) the Collateral Principal Amount of all Portfolio Investments denominated in GBP, any balance (III) the Dollar Equivalent of the aggregate outstanding principal amount of all Advances denominated in AUD does not exceed an amount equal to the Borrower or any other Person legally entitled theretolesser of (A) the product of (i) 10% and (ii) the Financing Commitment then in effect and (B) the Collateral Principal Amount of all Portfolio Investments denominated in AUD, (IV) the Dollar Equivalent of the aggregate outstanding principal amount of all Advances denominated in NZD does not exceed an amount equal to the lesser of (A) the product of (i) 10% and (ii) the Financing Limit then in effect and (B) the Collateral Principal Amount of all Portfolio Investments denominated in NZD and (III) the Dollar Equivalent of the aggregate outstanding principal amount of all Advances denominated in SEK does not exceed an amount equal to the lesser of (A) the product of (i) 5% and (ii) the Financing Limit then in effect and (B) the Collateral Principal Amount of all Portfolio Investments denominated in SEK.

Priority of Payments. On (Aw) On each Interest Payment Date, (x) the Maturity Date, (y) any date after the occurrence of a Market Value Event and (z) any date after the Maturity Date that occurs prior to a Cash Trap Period and the maturity of the Term Loan (by acceleration or otherwise) and so long as no Default or following an Event of Default has occurred and is continuing, any available funds credited to the Operating Account will be applied declaration of the Secured Obligations as follows: first, to pay any amounts due and owing as a result of a mandatory prepayment pursuant to Section 1.1(e), including any Applicable Prepayment Premium; second, to pay the Tax Reserve, in the amount of Tax funds then required; third, to pay the Insurance Reserve, in the amount of insurance funds then required; fourth, to Agent to pay interest then due and payable on (each date set forth in clauses (y) and (z) above, an “Additional Distribution Date”), the Term Loans ratably Collateral Agent shall distribute all amounts in the Collection Account in the following order of priority (the “Priority of Payments”): (a) To pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under each other Loan Document (including fees, out-of-pocket expenses and indemnities) and (ii) second, any other accrued and unpaid fees and out-of pocket expenses (other than the commitment fee payable to the Lenders; fifth, but including Lender indemnities) due hereunder and under each other Loan Document, up to a maximum amount under this clause (a) of U.S.$100,000 (the HOA Reserve“Cap”) on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the amount case of home owner’s association funds then required; sixthany Additional Distribution Date or the Maturity Date, after giving effect to the Maintenance Reserve, all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the amount of the maintenance funds then requiredsame calendar quarter); seventh, to the Interest Reserve, in the amount of interest then required; eighth, to the payment of any other fees, costs, expenses, indemnities, expense reimbursements or other Obligation due to Agent or any Lender by the Borrower; and ninth, any balance to the Borrower or any other Person legally entitled thereto. (B) Any proceeds of Collateral received by Agent not constituting a specific payment on a Payment Date (which shall be applied as specified in the preceding sentence) or, in any event, all payments received by Agent after provided that if an Event of Default has occurred and is continuing or during a Cash Trap Period the Administrative Agent has terminated the Financing Commitments and declared the Secured Obligations due and payable, the Cap shall be applied increased to $200,000 for payment to the Obligations ratably as follows: firstCollateral Agent, the Collateral Administrator and the Securities Intermediary in connection with any actions it has taken with respect to enforcement of rights on the Collateral. (b) To deposit an amount equal to the Expense Reserve Account Amount in the Expense Reserve Account; (c) To pay interest due in respect of the Advances, any amounts due or payable pursuant to Section 3.03(c) and 3.03(f) and commitment fees payable to the Lenders (pro rata based on amounts due); (d) To pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full; (i) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amount and (ii) after the Reinvestment Period but prior to the Maturity Date, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amount; (f) To pay any fees, indemnities, or expense reimbursements including all amounts then set forth in clause (a) above not paid due to Agent from the Borrower; secondlimitation set forth therein; (g) To the extent not reimbursed out of funds on deposit in the Expense Reserve Account, to pay reimburse the Portfolio Manager and the Company for any feesand all reasonable costs and expenses incurred by the Portfolio Manager and the Company, indemnities as applicable, in connection with the Collateral or expense reimbursements then due in the performance of its obligations under this Agreement; (h) To make any Permitted Distributions or Permitted Tax Distributions (using Interest Proceeds) directed pursuant to Lenders from this Agreement; and (i) On any Interest Payment Date other than the Borrower; thirdMaturity Date, to pay interest then due deposit any remaining amounts in the Collection Account and payable (ii) on the Term Loans ratably; fourthMaturity Date and any Additional Distribution Date, to prepay principal on the Term Loans, including any Applicable Prepayment Premium; fifth, remaining amounts to the payment of any other Obligation due to Agent or any Lender by the Borrower; and sixth, any balance to the Borrower or any other Person legally entitled theretoCompany.

Priority of Payments. (i) The Servicer or, at any time following a Termination Event at the election of the Administrative Agent or at any time the Administrative Agent shall have delivered a Notice of Exclusive Control, the Administrative Agent shall distribute the amounts described (and at the times set forth) in Section 1.4(c), as applicable, in each case, as follows: (A) On each Payment Date if such distribution occurs on a day that occurs prior to is not a Cash Trap Period and the maturity of the Term Loan Termination Day: (by acceleration or otherwise1) and so long as no Default or Event of Default has occurred and is continuing, any available funds credited to the Operating Account will be applied as follows: first, to pay the Servicer’s own account, in payment in full of the Servicing Fee, an amount equal to the Servicing Fee accrued and unpaid through such date, less any amounts due and owing as a result amount retained by the Servicer in respect of a mandatory prepayment the Servicing Fee pursuant to Section 1.1(e1.4(b)(i)(A)(3), including any Applicable Prepayment Premium; ; (2) second, to pay each Lender Agent (for the Tax Reservebenefit of the relevant Lenders within such Lender Agent’s Lender Group) ratably according to the Portion of Loan Amount of such Lender Agent’s Lender Group, the accrued Yield during the preceding Settlement Period (it being understood that each Lender Agent shall distribute such amounts to the Lenders within its Lender Group ratably according to the amount of Yield owing to each Lender); (3) third, to the Administrative Agent’s account, all Fees due to the Administrative Agent; (4) fourth, to each Lender Agent (for the benefit of the relevant Lenders within such Lender Agent’s Lender Group) ratably according to the portion of the Aggregate Loan Amount held by the related Lender Group, an amount equal to the sum of (x) all Fees due to the Lenders or the Lender Agents and (y) Breakage Fees due to the Lenders or the Lender Agents, it being understood that each Lender Agent shall distribute such amounts to the Lenders within its Lender Group ratably according to the amounts owing to each Lender; (5) fifth, to each Lender Agent (for the benefit of the relevant Lenders within such Lender Agent’s Lender Group) ratably according to the aggregate Loan Amount of each Lender in such Lender Agent’s Lender Group in payment of each Lender’s aggregate Loan Amount in the amount of Tax funds then required; third, necessary to pay the Insurance Reserve, in reduce the amount of insurance funds then required; fourthby which the Aggregate Loan Amount exceeds the Borrowing Base to zero (0) (it being understood that each Lender Agent shall distribute such amounts to the Lenders within its Lender Group according to the amounts owing to each Lender); (6) sixth, to Agent to pay interest all other amounts (other than Loan Amounts then due and owing) payable on to each Lender Party and any other Person hereunder and under the Term Loans ratably other Transaction Documents; (7) seventh, prior to the LendersTermination Date, as a Release to be applied to purchase Receivables; fifth, to the HOA Reserve, in the amount of home owner’s association funds then required; sixth, to the Maintenance Reserve, in the amount of the maintenance funds then required; seventh, to the Interest Reserve, in the amount of interest then required; and (8) eighth, to the payment of any other fees, costs, expenses, indemnities, expense reimbursements or other Obligation due to Agent or any Lender by the Borrower; and ninth, any balance to the Borrower or any other Person legally entitled theretoremaining amounts for its own account. (B) Any proceeds of Collateral received by Agent not constituting a specific payment if such distribution occurs on a Payment Date Termination Day: (which shall be applied as specified in the preceding sentence1) or, in any event, all payments received by Agent after an Event of Default has occurred and is continuing or during a Cash Trap Period shall be applied to the Obligations ratably as follows: first, to pay the Servicer’s own account, in payment in full of the Servicing Fee, an amount equal to the Servicing Fee accrued and unpaid through such date, less any fees, indemnities, or expense reimbursements including amounts then due amount retained by the Servicer in respect of the Servicing Fee pursuant to Agent from the Borrower; Section 1.4(b)(i)(A)(3); (2) second, to pay any fees, indemnities each Lender Agent (for the benefit of the relevant Lenders within such Lender Agent’s Lender Group) ratably (based on the aggregate accrued and unpaid Yield payable to all Lenders at such time) all accrued Yield with respect to each Portion of Loan Amount funded or expense reimbursements then due maintained by the Lenders within such Lender Agent’s Lender Group (it being understood that each Lender Agent shall distribute such amounts to the Lenders from within its Lender Group ratably according to the Borrower; amount of Yield owing to each Lender); (3) third, to pay interest then the Administrative Agent for its own account all Fees due and payable on to the Term Loans ratably; Administrative Agent; (4) fourth, to prepay principal on each Lender Agent (for the Term Loansbenefit of the relevant Lenders within such Lender Agent’s Lender Group) ratably according to the portion of the Aggregate Loan Amount held by the related Lender Group, including any Applicable Prepayment Premium; an amount equal to the sum of (x) all Fees due to the Lenders or the Lender Agents and (y) Breakage Fees due to the Lenders or the Lender Agents, it being understood that each Lender Agent shall distribute such amounts to the Lenders within its Lender Group ratably according to the amounts owing to each Lender; (5) fifth, to each Lender Agent ratably according to the aggregate Loan Amount of each Lender in such Lender Agent’s Lender Group (for the benefit of the relevant Lenders within such Lender Agent’s Lender Group) in payment in full of each Lender’s aggregate Loan Amount (it being understood that each Lender Agent shall distribute such amounts to the Lenders within its Lender Group according to the amounts owing to each Lender); (6) sixth, if the Aggregate Loan Amount and accrued Aggregate Yield have been reduced to zero, all Fees due to the Lenders, the Lender Agents and the Administrative Agent, have been reduced to zero, and the Servicing Fees payable to the Servicer (if other than Elanco) have been paid in full, to (a) each Lender Group ratably, based on the amounts payable to each Lender Group (for the benefit of the Lenders within such Lender Group), (b) the Administrative Agent and (c) any other Indemnified Party or Affected Person, in payment in full of any other Obligation due to Agent or any Lender amounts owed thereto by the Borrower; and sixth, any balance to the Borrower or the Servicer hereunder or under the other Transaction Documents, including amounts payable pursuant to Section 6.4; and (7) seventh, to the Borrower, any other Person legally entitled theretoremaining amounts for its own account.

Priority of Payments. (Aa) On each Payment Date, the Borrower shall direct the Account Bank to distribute all amounts on deposit in the Collection Account on such Payment Date that occurs prior to a Cash Trap Period and in the maturity following order of priority (the Term Loan “Priority of Payments”), in accordance with the Payment Date Certificate for such Payment Date: (by acceleration or otherwisei) and so long as no Default or Event of Default has occurred and is continuing, any available funds credited to the Operating Account will be applied as follows: first, to pay any amounts due the Administrative Agent, Lenders, Borrower Indemnified Parties, and owing as Affected Persons on a result of a mandatory prepayment pursuant to Section 1.1(e)pro rata basis, including any Applicable Prepayment Premiumall accrued and unpaid expenses, costs, or indemnification amounts; (ii) second, to pay the Tax ReserveAdministrative Agent, in the amount of Tax funds then requiredAdministrative Agent Fee, to the extent due and unpaid; (iii) third, to pay the Insurance ReserveAdministrative Agent for distribution to the Lenders (ratably, in based on the amount of insurance funds then required; fourth, to Agent to pay interest then due and payable on the Term Loans ratably to the Lenders; fifthowing), to the HOA Reserve, in the amount of home owner’s association funds then required; sixth, to the Maintenance Reserve, in the amount of the maintenance funds then required; seventh, to the all accrued and unpaid Interest Reserve, in the amount of interest then required; eighth, to the payment of any other fees, costs, expenses, indemnities, expense reimbursements or other Obligation due to Agent or any Lender by the Borrower; and ninth, any balance to the Borrower or any other Person legally entitled thereto.each (BA) Any proceeds of Collateral received by Agent not constituting a specific payment on a Payment Date (which shall be applied as specified in the preceding sentence) or, in any event, all payments received by Agent after if an Event of Default has occurred and is continuing on such Payment Date, the outstanding principal amount of the Loans, or during (B) if an Event of Default is not continuing on such Payment Date, the Amortization Amount and the EMEA Amortization Amount, on a Cash Trap Period shall be applied ratable basis, for such Payment Date; (v) fifth, if such Payment Date is a Quarterly Payment Date, to the Obligations ratably as follows: firstAdministrative Agent for distribution to the Lenders (ratably, to pay any fees, indemnities, or expense reimbursements including amounts then due to Agent from based on the Borrower; second, to pay any fees, indemnities or expense reimbursements then due to Lenders from the Borrower; third, to pay interest amount then due and payable on owing), the Term Loans ratably; fourthAmortization Catch-Up Amount (calculated after giving effect to the proviso in Section 2.02(c)), if any, to prepay principal on be applied first to the Term EMEA Loans, including any Applicable Prepayment Premiumuntil the outstanding principal amount of the EMEA Loans is $0, and then to the U.S. Loans, until the outstanding principal amount of the U.S. Loans is $0; fifthprovided, that, solely with respect to the Quarterly Payment Date on which the outstanding principal amount of the EMEA Loans is reduced to $0 in accordance with this paragraph, the remaining amount of such Amortization Catch-Up Amount that is applied in accordance with this paragraph to pay down the U.S. Loans shall not exceed $4,000,000; (vi) sixth, if on such Payment Date the balance of the Reserve Account is less than the Required Reserve Amount, to the payment Reserve Account an amount equal to the greater of (x) zero and (y) the difference between the Required Reserve Amount and the amount on deposit in the Reserve Account; and (vii) seventh, the balance, if any, to be paid at the direction of the Borrower. (b) Notwithstanding anything to the contrary set forth in this Section 4.01, the Administrative Agent shall have no obligation to distribute or pay any other Obligation due amount under this Section 4.01 except to the extent actually received by the Administrative Agent or any Lender by the Borrower; and sixth, any balance available to the Borrower Administrative Agent from funds on deposit in the Collection Account. All payments or distributions to be made by any Credit Party and any other Person legally entitled theretoto the Administrative Agent or the Lenders (or their respective related Affected Persons and the Borrower Indemnified Parties), shall be paid or distributed to the applicable party to which such amounts are owed.

Priority of Payments. On each Payment Date, the Borrowers (and the Manager on their behalf) shall cause all Distributable Cash in respect of such Payment Date to be applied in accordance with the following priorities (the “Priority of Payments”) and the related Periodic Report: (a) first, to the extent any reserves have been established in respect of such Payment Date for the payment of Obligations payable under and pursuant to Section 2.11(a), 2.12, 11.03(d) or 11.04, to the payment of such Obligations, on a pro rata basis based on the aggregate amount of such Obligations owed to each applicable Secured Party, until such Obligations have been paid in full in cash or such reserves have been exhausted; (b) second, (i) first, to any Approved Account Bank, any amounts then due and payable to such Approved Account Bank that are not subordinated to the Obligations under the terms of the related Account Control Agreement (including, for the avoidance of doubt, any indemnification amounts), then (ii) next, to the Administrative Agent and the Collateral Agent, in respect of any fees due and payable to it pursuant to the BNY Fee Schedule, together with any expense reimbursement, indemnification payments or other amounts then owed to it hereunder or |US-DOCS\161499384.7|| under any Facility Document, in an amount not to exceed $150,000 in the aggregate in any calendar year; provided that such limit shall not be applicable during the occurrence and continuation of an Event of Default or upon any final payment, then (iii) next, to the Manager, any accrued and unpaid Management Fees then due and payable pursuant to the Management Agreement then (iv) next, to the Manager, any reimbursement of expenses due to the Manager pursuant to the Management Agreement in an amount not to exceed $200,000 in any calendar year; (c) third, on a pro rata basis based on the aggregate amounts owed to each such Person under this clause third, (i) to the Administrative Agent for distribution to each Lender to pay (A) On accrued and unpaid Interest on the Advances, (B) amounts payable to each Payment Date that occurs prior to a Cash Trap Period and such Lender or the maturity of the Term Loan (by acceleration or otherwiseAdministrative Agent under Section 2.11(a), 2.12, 11.03(d) and so long as no Default 11.04, in each case, to the extent not previously paid pursuant to the Priority of Payments (including pursuant to clause first above) and (C) accrued and unpaid Undrawn Fees, and (ii) to each Secured Hedge Counterparty under each Hedging Agreement with such Secured Hedge Counterparty, the payment of all amounts which are due and payable under such Hedging Agreement on such date (other than fees, expenses, termination payments, indemnification payments, tax payments, collateral postings or other similar amounts); (d) fourth, if the Final Maturity Date has occurred or an Event of Default has occurred and is continuing, any available funds credited to pay, on a pro rata basis based on the aggregate amounts owed to each such Person under this clause fourth, (i) to the Operating Account will be applied as follows: first, Administrative Agent for distribution to pay any amounts due and owing as each Lender on a result of a mandatory prepayment pursuant to Section 1.1(e), including any Applicable Prepayment Premium; secondpro rata basis based on outstanding principal amount, to pay the Tax Reserveoutstanding principal of the Advances until paid in full in cash and (ii) to each Secured Hedge Counterparty under each Hedging Agreement with such Secured Hedge Counterparty, all amounts due and payable under such Hedging Agreement (including breakage and termination payments, but excluding amounts described in clause third above); (e) fifth, to the Borrower Interest Reserve Account, until the amount of Tax funds then required; thirdon deposit in therein is equal to the Interest Reserve Required Amount; (f) sixth, (i) to the Administrative Agent for distribution to each Lender on a pro rata basis based on outstanding principal amount, to pay the Insurance Reserveoutstanding principal of the Advances of each Lender (including to the extent applicable, any Mandatory Prepayment Amounts payable in the amount connection with a Permitted Release) in connection with any Optional Prepayment occurring on such Payment Date and (ii) to each Secured Hedge Counterparty under each Hedging Agreement with such Secured Hedge Counterparty, all amounts due and payable under such Hedging Agreement (including breakage and termination payments, but excluding amounts described in clause third above and without duplication of insurance funds then required; fourthamounts paid in clause fourth above); (g) seventh, to Agent pay all other Obligations of any Borrower owed to any Secured Party under the Facility Documents, on a pro rata basis based on the aggregate amounts owed to each such Person under this clause seventh, including, without limitation, any and all expense reimbursement, indemnity obligations and other liabilities owed to any Secured Party not previously paid pursuant to the Priority of Payments (including amounts contemplated in clause third in excess of the cap set forth therein); (h) eighth, to pay interest all other liabilities of any Borrower under the Facility Documents, on a pro rata basis based on the aggregate amounts owed to each such Person under this clause eighth, including, without limitation, any and all expense reimbursement, indemnity obligations and other liabilities not previously paid pursuant to the Priority of Payments (including amounts contemplated in clause second in excess of the cap set forth therein, and to the extent otherwise unpaid, any amounts then due and payable on under any Collateral Document, |US-DOCS\161499384.7|| whether or not such amounts are required to be reserved for in a Borrower Liability Reserve Account); (i) ninth, to reserve, by making a deposit to one or more Borrower Accounts, for any other liabilities of any Borrower under the Term Loans ratably Collateral Documents or the other Facility Documents that are, or reasonably may become (as determined by the Manager in accordance with the Management Standard), due and payable prior to the Lenders; fifthnext Payment Date, to the HOA Reserve, extent applicable reserves then on deposit in the amount applicable Borrower Accounts are insufficient to pay such liabilities in full; and (j) tenth, (i) for so long as no Event of home owner’s association funds then required; sixthDefault has occurred and is continuing, the remainder to be released to the Maintenance Reserve, in the amount of the maintenance funds then required; seventh, Borrowers pursuant to the Interest Reserve, in the amount of interest then required; eighth, to the payment of any other fees, costs, expenses, indemnities, expense reimbursements or other Obligation due to Agent or any Lender by the Borrower; a Permitted Release and ninth, any balance to the Borrower or any other Person legally entitled thereto. (Bii) Any proceeds of Collateral received by Agent not constituting a specific payment on a Payment Date (which shall be applied as specified in the preceding sentence) or, in any event, all payments received by Agent after if an Event of Default has occurred and is continuing or during a Cash Trap Period shall be applied continuing, the remainder to remain on deposit in the Obligations ratably as follows: first, to pay any fees, indemnities, or expense reimbursements including Borrower Payment Account. All of the foregoing amounts then due to Agent from the Borrower; second, to pay any fees, indemnities or expense reimbursements then due to Lenders from the Borrower; third, to pay interest then due and payable on to a Committed Lender that has a related Conduit Lender or to such Conduit Lender shall be made to such Lenders’ Managing Agent for the Term Loans ratably; fourth, to prepay principal on the Term Loans, including any Applicable Prepayment Premium; fifth, to the payment account of any other Obligation due to Agent or any Lender by the Borrower; and sixth, any balance to the Borrower or any other Person legally entitled theretosuch Lenders.

Priority of Payments. On each Payment Date, the Borrowers (and the Manager on their behalf) shall cause all Distributable Cash in respect of such Payment Date to be applied in accordance with the following priorities (the “Priority of Payments”) and the related Periodic Report: (a) first, to the extent any reserves have been established in respect of such Payment Date for the payment of Obligations payable under and pursuant to Section 2.11(a), 2.12, 11.03(d) or 11.04, to the payment of such Obligations, on a pro rata basis based on the aggregate amount of such Obligations owed to each applicable Secured Party, until such Obligations have been paid in full in cash or such reserves have been exhausted; (b) second, (i) first, to any Approved Account Bank, any amounts then due and payable to such Approved Account Bank that are not subordinated to the Obligations under the terms of the related Account Control Agreement (including, for the avoidance of doubt, any indemnification amounts), then (ii) next, to the Administrative Agent and the Collateral Agent, in respect of any fees due and payable to it pursuant to the BNY Fee Schedule, together with any expense reimbursement, indemnification payments or other amounts then owed to it hereunder or under any Facility Document, in an amount not to exceed $150,000 in the aggregate in any calendar year; provided that such limit shall not be applicable during the occurrence and continuation of an Event of Default or upon any final payment, then (iii) next, to the Manager, any accrued and unpaid Management Fees then due and payable pursuant to the Management Agreement then (iv) next, to the Manager, any reimbursement of expenses due to the Manager pursuant to the Management Agreement in an amount not to exceed $200,000 in any calendar year; (c) third, on a pro rata basis based on the aggregate amounts owed to each such Person under this clause third, (i) to the Administrative Agent for distribution to each Lender to pay (A) On accrued and unpaid Interest on the Advances, (B) amounts payable to each Payment Date that occurs prior to a Cash Trap Period and such Lender or the maturity of the Term Loan (by acceleration or otherwiseAdministrative Agent under Section 2.11(a), 2.12, 11.03(d) and so long as no Default 11.04, in each case, to the extent not previously paid pursuant to the Priority of Payments (including pursuant to clause first above) and (C) accrued and unpaid Undrawn Fees, and (ii) to each Secured Hedge Counterparty under each Hedging Agreement with such Secured Hedge Counterparty, the payment of all amounts which are due and payable under such Hedging Agreement on such date (other than fees, expenses, termination payments, indemnification payments, tax payments, collateral postings or other similar amounts); (d) fourth, if the Final Maturity Date has occurred or an Event of Default has occurred and is continuing, any available funds credited to pay, on a pro rata basis based on the aggregate amounts owed to each such Person under this clause fourth, (i) to the Operating Account will be applied as follows: first, Administrative Agent for distribution to pay any amounts due and owing as each Lender on a result of a mandatory prepayment pursuant to Section 1.1(e), including any Applicable Prepayment Premium; secondpro rata basis based on outstanding principal amount, to pay the Tax Reserveoutstanding principal of the Advances until Doc#: US1:27042256v21 paid in full in cash and (ii) to each Secured Hedge Counterparty under each Hedging Agreement with such Secured Hedge Counterparty, all amounts due and payable under such Hedging Agreement (including breakage and termination payments, but excluding amounts described in clause third above); (e) fifth, to the Borrower Interest Reserve Account, until the amount of Tax funds then required; thirdon deposit in therein is equal to the Interest Reserve Required Amount; (f) sixth, (i) to the Administrative Agent for distribution to each Lender on a pro rata basis based on outstanding principal amount, to pay the Insurance Reserveoutstanding principal of the Advances of each Lender (including to the extent applicable, any Mandatory Prepayment Amounts payable in the amount connection with a Permitted Release) in connection with any Optional Prepayment occurring on such Payment Date and (ii) to each Secured Hedge Counterparty under each Hedging Agreement with such Secured Hedge Counterparty, all amounts due and payable under such Hedging Agreement (including breakage and termination payments, but excluding amounts described in clause third above and without duplication of insurance funds then required; fourthamounts paid in clause fourth above); (g) seventh, to Agent pay all other Obligations of any Borrower owed to any Secured Party under the Facility Documents, on a pro rata basis based on the aggregate amounts owed to each such Person under this clause seventh, including, without limitation, any and all expense reimbursement, indemnity obligations and other liabilities owed to any Secured Party not previously paid pursuant to the Priority of Payments (including amounts contemplated in clause third in excess of the cap set forth therein); (h) eighth, to pay interest all other liabilities of any Borrower under the Facility Documents, on a pro rata basis based on the aggregate amounts owed to each such Person under this clause eighth, including, without limitation, any and all expense reimbursement, indemnity obligations and other liabilities not previously paid pursuant to the Priority of Payments (including amounts contemplated in clause second in excess of the cap set forth therein, and to the extent otherwise unpaid, any amounts then due and payable on under any Collateral Document, whether or not such amounts are required to be reserved for in a Borrower Liability Reserve Account); (i) ninth, to reserve, by making a deposit to one or more Borrower Accounts, for any other liabilities of any Borrower under the Term Loans ratably Collateral Documents or the other Facility Documents that are, or reasonably may become (as determined by the Manager in accordance with the Management Standard), due and payable prior to the Lenders; fifthnext Payment Date, to the HOA Reserve, extent applicable reserves then on deposit in the amount applicable Borrower Accounts are insufficient to pay such liabilities in full; and (j) tenth, (i) for so long as no Event of home owner’s association funds then required; sixthDefault has occurred and is continuing, the remainder to be released to the Maintenance Reserve, in the amount of the maintenance funds then required; seventh, Borrowers pursuant to the Interest Reserve, in the amount of interest then required; eighth, to the payment of any other fees, costs, expenses, indemnities, expense reimbursements or other Obligation due to Agent or any Lender by the Borrower; a Permitted Release and ninth, any balance to the Borrower or any other Person legally entitled thereto. (Bii) Any proceeds of Collateral received by Agent not constituting a specific payment on a Payment Date (which shall be applied as specified in the preceding sentence) or, in any event, all payments received by Agent after if an Event of Default has occurred and is continuing or during a Cash Trap Period shall be applied continuing, the remainder to remain on deposit in the Obligations ratably as follows: first, to pay any fees, indemnities, or expense reimbursements including Borrower Payment Account. All of the foregoing amounts then due to Agent from the Borrower; second, to pay any fees, indemnities or expense reimbursements then due to Lenders from the Borrower; third, to pay interest then due and payable on to a Committed Lender that has a related Conduit Lender or to such Conduit Lender shall be made to such Lenders’ Managing Agent for the Term Loans ratably; fourth, to prepay principal on the Term Loans, including any Applicable Prepayment Premium; fifth, to the payment account of any other Obligation due to Agent or any Lender by the Borrower; and sixth, any balance to the Borrower or any other Person legally entitled theretosuch Lenders.

Priority of Payments. On (Ax) On each Interest Payment Date, (y) the Maturity Date and (z) each Agent Business Day after the occurrence of (i) a Cash Sweep Event or (ii) an Event of Default and the declaration of the Secured Obligations as due and payable (each date set forth in clause (z) above, an "Additional Distribution Date"), the Collateral Agent shall distribute, in accordance - 52 - with the monthly report approved by the Servicer in accordance with Section 9.02(g) (or, in the case of an Additional Distribution Date, in accordance with the calculations provided by the Administrative Agent to the Collateral Agent in connection therewith), all amounts in the USD Interest Collection Account, the USD Principal Collection Account, the Permitted Non-USD Currency Accounts (except for any Principal Proceeds that will be used to settle binding commitments entered into prior to the related determination date for the purchase of Portfolio Investments) in the following order of priority (the "Priority of Payments"): (a) to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Credit Documents (including fees, out-of-pocket expenses and indemnities) up to a maximum amount, under this subclause (i) of U.S.$62,500 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date that occurs prior occurring in the same Calculation Period); provided, that, if any such amount under this subclause (i) is not utilized during any Calculation Period then such unutilized amount may be applied during any of the three succeeding Calculation Periods, (ii) second, any other accrued and unpaid fees (other than the commitment fee payable to the Lenders, but, for the avoidance of doubt, including fees payable to the Administrative Agent) and out-of-pocket expenses, including indemnities due hereunder or under any other Credit Document or payable to any Governmental Authority in respect of Taxes payable by the Company or filing, registration or similar fees, up to a Cash Trap maximum amount under this clause (a) of U.S.$30,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same Calculation Period) and (iii) third, to pay Servicer Expenses up to a maximum amount under this clause (iii) of U.S.$25,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the same Calculation Period); provided, that, if any such amount under this subclause (iii) is not utilized during any Calculation Period and the maturity then such unutilized amount may be applied during any of the Term Loan three succeeding Calculation Periods; (by acceleration or otherwiseb) to pay accrued and so long as no Default unpaid interest due in respect of the Advances and any increased costs and accrued and unpaid commitment fees payable to the Lenders (pro rata based on amounts due); (c) to make any Permitted RIC Distributions up to a maximum amount of U.S.$600,000; (d) if any Cash Sweep Event or Event of Default has occurred and is continuing, any available funds credited to the Operating Account will be applied as follows: first, to pay principal of the Advances until the Advances are paid in full; (e) to pay (i) on each Interest Payment Date, all prepayments and repayments of the Advances required or, if elected by the Company, permitted under this Agreement (including any amounts due and owing as a result applicable premium in the event of a mandatory prepayment contemporaneous commitment reduction for which such a premium is payable pursuant to Section 1.1(e4.07(a)) and (ii) on the Maturity Date and any Additional Distribution Date, including any Applicable Prepayment Premium; secondprincipal of the Advances until the Advances are paid in full; (f) to fund the applicable Unfunded Exposure Account(s) and/or fund the applicable Permitted Non-USD Currency Accounts with Unfunded Exposure Allocated Amounts, as applicable, up to the Unfunded Exposure Amount; (g) to pay the Tax Reserve, all amounts set forth in clause (a) above (in the amount same order of Tax funds then required; third, priority specified therein) not paid due to pay the Insurance Reserve, in the amount of insurance funds then required; fourth, limitation set forth therein; (h) to Agent make any Permitted Distributions and Permitted RIC Distributions directed pursuant to pay interest then due this Agreement and payable not made pursuant to clause (c) above; (i) on the Term Loans ratably to the Lenders; fifth, to the HOA Reserve, in the amount of home owner’s association funds then required; sixth, to the Maintenance Reserve, in the amount of the maintenance funds then required; seventh, to the Interest Reserve, in the amount of interest then required; eighth, to the payment of Maturity Date or if any other fees, costs, expenses, indemnities, expense reimbursements or other Obligation due to Agent or any Lender by the Borrower; and ninth, any balance to the Borrower or any other Person legally entitled thereto. (B) Any proceeds of Collateral received by Agent not constituting a specific payment on a Payment Date (which shall be applied as specified in the preceding sentence) or, in any event, all payments received by Agent after an Event of Default has occurred and is continuing continuing, to pay any other Secured Obligations outstanding at such time; and (j) (i) on any Interest Payment Date, to deposit any remaining amounts in the USD Principal Collection Account or the applicable Permitted Non-USD Currency Account as Principal Proceeds (which, during a Cash Trap Period shall the Reinvestment Period, may be applied to the Obligations ratably acquisition of additional Portfolio Investments, subject to the applicable terms and conditions set forth in this Agreement, including, without limitation, Section 1.03 and Section 4.02 hereof), (ii) on any Interest Payment Date, any remaining amounts in the USD Interest Collection Account or the applicable Permitted Non-USD Currency Account as follows: first, to pay any fees, indemnities, or expense reimbursements including amounts then due to Agent from the Borrower; second, to pay any fees, indemnities or expense reimbursements then due to Lenders from the Borrower; third, to pay interest then due and payable on the Term Loans ratably; fourth, to prepay principal on the Term Loans, including any Applicable Prepayment Premium; fifthInterest Proceeds, to the payment of Company (or its designee) and (iii) on the Maturity Date and any other Obligation due to Agent or any Lender by the Borrower; and sixthAdditional Distribution Date, any balance remaining amounts to the Borrower Company (or any other Person legally entitled theretoits designee).

Priority of Payments. On (Aw) On each Interest Payment Date, (x) the Maturity Date, (y) any date after the occurrence of a Market Value Event and (z) any date after the Maturity Date that occurs prior to a Cash Trap Period and the maturity of the Term Loan (by acceleration or otherwise) and so long as no Default or following an Event of Default has occurred and is continuing, any available funds credited to the Operating Account will be applied declaration of the Secured Obligations as follows: first, to pay any amounts due and owing as a result of a mandatory prepayment pursuant to Section 1.1(e), including any Applicable Prepayment Premium; second, to pay the Tax Reserve, in the amount of Tax funds then required; third, to pay the Insurance Reserve, in the amount of insurance funds then required; fourth, to Agent to pay interest then due and payable on (each date set forth in clauses (y) and (z) above, an "Additional Distribution Date"), the Term Loans ratably Collateral Agent shall distribute all amounts in the Collection Account in the following order of priority (the "Priority of Payments"): (a) To pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under each other Loan Document (including fees, out-of-pocket expenses and indemnities) and (ii) second, any other accrued and unpaid fees and out-of pocket expenses (other than the commitment fee payable to the Lenders; fifth, but including Lender indemnities) due hereunder and under each other Loan Document, up to a maximum amount under this clause (a) of U.S.$100,000 (the HOA Reserve"Cap") on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the amount case of home owner’s association funds then required; sixthany Additional Distribution Date or the Maturity Date, after giving effect to the Maintenance Reserve, all payments of such amounts on any other Additional Distribution Date or Interest Payment Date occurring in the amount of the maintenance funds then requiredsame calendar quarter); seventh, to the Interest Reserve, in the amount of interest then required; eighth, to the payment of any other fees, costs, expenses, indemnities, expense reimbursements or other Obligation due to Agent or any Lender by the Borrower; and ninth, any balance to the Borrower or any other Person legally entitled thereto. (B) Any proceeds of Collateral received by Agent not constituting a specific payment on a Payment Date (which shall be applied as specified in the preceding sentence) or, in any event, all payments received by Agent after provided that if an Event of Default has occurred and is continuing or during a Cash Trap Period the Administrative Agent has terminated the Financing Commitments and declared the Secured Obligations due and payable, the Cap shall be applied increased to $200,000 for payment to the Obligations ratably as follows: firstCollateral Agent, the Collateral Administrator and the Securities Intermediary in connection with any actions it has taken with respect to enforcement of rights on the Collateral. (b) To deposit an amount equal to the Expense Reserve Account Amount in the Expense Reserve Account; (c) To pay interest due in respect of the Advances and commitment fees payable to the Lenders (pro rata based on amounts due); (d) To pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances until the Advances are paid in full; (i) prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amount and (ii) after the Reinvestment Period but prior to the Maturity Date, to fund the Unfunded Exposure Account up to the Unfunded Exposure Amount; (f) To pay any fees, indemnities, or expense reimbursements including all amounts then set forth in clause (a) above not paid due to Agent from the Borrower; secondlimitation set forth therein; (g) To the extent not reimbursed out of funds on deposit in the Expense Reserve Account, to pay reimburse the Portfolio Manager and the Company for any feesand all reasonable costs and expenses incurred by the Portfolio Manager and the Company, indemnities as applicable, in connection with the Collateral or expense reimbursements then due in the performance of its obligations under this Agreement; (h) To make any Permitted Distributions or Permitted Tax Distributions (using Interest Proceeds) directed pursuant to Lenders from this Agreement; and (i) On any Interest Payment Date other than the Borrower; thirdMaturity Date, to pay interest then due deposit any remaining amounts in the Collection Account and payable (ii) on the Term Loans ratably; fourthMaturity Date and any Additional Distribution Date, to prepay principal on the Term Loans, including any Applicable Prepayment Premium; fifth, remaining amounts to the payment of any other Obligation due to Agent or any Lender by the Borrower; and sixth, any balance to the Borrower or any other Person legally entitled theretoCompany.