Common use of Priority of Payments Clause in Contracts

Priority of Payments. (a) Allocations on each Distribution Date. On each Distribution Date, the Trustee, on behalf of the Down-MACRO Holding Trust, shall allocate the amounts on deposit in the Distribution Account, including amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(b), in accordance with the following priority of payments: (i) first, for deposit of an amount equal to the Down-MACRO Fee Deduction Amount into the Fee Payment Account for application to the payment of Down-MACRO Expenses incurred during the preceding Calculation Period in accordance with Section 5.3 hereunder; (ii) second, the amount remaining in the Fee Payment Account after the payment of Down-MACRO Expenses, for the payment of the Down-MACRO Fees incurred during the preceding Calculation Period in accordance with Section 5.4 hereunder; (iii) third, if such Distribution Date is an Early Termination Date or the Final Scheduled Termination Date, to segregate all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply such funds (A) to make the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to make a Final Distribution to the Holders of the Down-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 Down-MACRO 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 the Down-MACRO Income Distribution Payment to the Up-MACRO Holding Trust, if such a payment is due under the Income Distribution Agreement; and (vi) sixth, for distribution as the Quarterly Distribution on the 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 Down-MACRO Holding Shares who are listed on the books and records of the Depository as Beneficial Owners on the related Record Date.

Priority of Payments. (a) Allocations on each Distribution Date. On each Distribution Date, the Trustee, on behalf of the DownUp-MACRO Holding Trust, shall allocate the amounts on deposit in the Distribution Account, including amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(b), in accordance with the following priority of payments: (i) first, for deposit of an amount equal to the DownUp-MACRO Fee Deduction Amount into the Fee Payment Account for application to the payment of DownUp-MACRO Expenses incurred during the preceding Calculation Period in accordance with Section 5.3 hereunder; (ii) second, the amount remaining in the Fee Payment Account after the payment of DownUp-MACRO Expenses, for the payment of the DownUp-MACRO Fees incurred during the preceding Calculation Period in accordance with Section 5.4 hereunder; (iii) third, if such Distribution Date is an Early Termination Date or the Final Scheduled Termination Date, to segregate all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply such funds (A) to make the DownUp-MACRO Settlement Payment to the UpDown-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to make a Final Distribution to the Holders of the DownUp-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 DownUp-MACRO 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 the DownUp-MACRO Income Distribution Payment to the UpDown-MACRO Holding Trust, if such a payment is due under the Income Distribution Agreement; and (vi) sixth, for distribution as the Quarterly Distribution on the 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 DownUp-MACRO Holding Shares who are listed on the books and records of the Depository as Beneficial Owners on the related Record Date.

Priority of Payments. On each Business Day, subject to the terms and conditions of the Current Spread Custodial Account Control Agreement, Seller (or, after the deliver of an access termination notice pursuant to the Current Spread Custodial Account Control Agreement, Purchaser) will direct the Bank to apply the monies in the Third Party Controlled Current Spread Custodial Account in the following order of priority (the “Priority of Payments”), in every case, after giving effect to each prior item in the Priority of Payments on such Distribution Date: (a) Allocations first, from amounts in the Third Party Controlled Current Spread Custodial Account attributable to Servicing Agreement termination payments paid by the Agency with respect to any Mortgage Loans, pro rata, (A) the Current Excess Servicing Spread Percentage of such termination payments to Purchaser, and (B) the Retained Servicing Spread Percentage of such termination payments to Seller; (b) second, on any Business Day from and including the first Business Day of a calendar month to but excluding the Distribution Date in such calendar month, at the option of Seller, the Base Servicing Fee payable with respect to a prior Collection Period for the Mortgage Loans to Seller; (c) third, on each Distribution Date. On , to the extent not previously paid to Seller in accordance with Section 3.04(b), any accrued and unpaid Base Servicing Fee to Seller; (d) fourth, on each Distribution Date, pro rata, (A) to Purchaser, any Current Excess Servicing Spread for the Trusteeprior Collection Period (other than the portion thereof consisting of termination payments paid pursuant to Section 3.04(a)); and (B) to Seller, on behalf any Retained Servicing Spread for the prior Collection Period (other than the portion thereof consisting of termination payments paid pursuant to Section 3.04(a)); provided, that (I) prior to the Down-MACRO Holding Trustdistribution to Purchaser of any Current Excess Servicing Spread pursuant to clause (A), the Current Excess Servicing Spread shall allocate be applied first, to the amounts payment to Seller of any Purchaser Enforcement Expenses then due and payable and then, to the payment of any indemnity payments then due and payable to a Seller Indemnitee pursuant to Section 11.02, and (II) prior to the distribution to Seller of any Retained Servicing Spread pursuant to clause (B), the Retained Servicing Spread shall be applied first, to the payment of any Seller Enforcement Expenses then due and payable, second, to the payment of any indemnity payments then due and payable to a Purchaser Indemnitee pursuant to Section 11.01 and third, for deposit to the Current Spread Reserve Account to the extent necessary to cause the amount of funds on deposit in the Distribution Account, including amounts deposited therein pursuant Current Spread Reserve Account to Section 5.5(b) and Section 5.6(b), in accordance with equal the following priority of payments: (i) first, for deposit of an amount equal to the Down-MACRO Fee Deduction Amount into the Fee Payment Current Spread Reserve Account for application to the payment of Down-MACRO Expenses incurred during the preceding Calculation Period in accordance with Section 5.3 hereunder; (ii) second, the amount remaining in the Fee Payment Account after the payment of Down-MACRO Expenses, for the payment of the Down-MACRO Fees incurred during the preceding Calculation Period in accordance with Section 5.4 hereunder; (iii) third, if such Distribution Date is an Early Termination Date or the Final Scheduled Termination Date, to segregate all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply such funds (A) to make the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to make a Final Distribution to the Holders of the Down-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 Down-MACRO 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 the Down-MACRO Income Distribution Payment to the Up-MACRO Holding Trust, if such a payment is due under the Income Distribution AgreementRequired Amount; and (vie) sixthfifth, for distribution on each Distribution Date, to Seller, any other amounts remaining on deposit in the Third Party Controlled Current Spread Custodial Account. All payments to Purchaser or Seller shall be made by wire transfer of immediately available federal funds to an account designated by Purchaser or Seller, as the Quarterly Distribution on the 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 Down-MACRO Holding Shares who are listed on the books and records of the Depository as Beneficial Owners on the related Record Dateapplicable.

Priority of Payments. (a) Allocations on Notwithstanding any other provision in this Agreement, before each Distribution Date, the Paying Agent shall disburse amounts transferred to the Distribution Account from the Collection Account pursuant to Section 3.2 for application by the Paying Agent in accordance with the priorities set forth in Section 5.1(b) below (the “Priority of Payments”) and pursuant to the Distribution Date instructions contained in the Distribution Date Reports delivered pursuant to Section 11.4. Notwithstanding any provisions in this Agreement to the contrary, however, the Paying Agent shall take disbursement instructions from the Initial Member with respect to the distributions payable to the Private Owner pursuant to Section 5.1(b)(vii) below upon the delivery of written notice from the Initial Member to the Paying Agent providing that such distributions instead should be paid to the Initial Member pursuant to the terms of the LLC Operating Agreement. Absent delivery of such written notice, the Paying Agent shall pay in accordance with Section 5.1(b)(vii) below. (b) On each Distribution Date, the Trustee, on behalf of the Down-MACRO Holding Trust, shall allocate the amounts on deposit all funds in the Distribution Account, including amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(b), Account will be distributed in accordance with the following priority order of paymentspriority: (i) first, for deposit to pay the fees and expenses of an amount equal the Custodian and Paying Agent, including any indemnification payments owing to the Down-MACRO Fee Deduction Amount into the Fee Payment Account for application Custodian and Paying Agent pursuant to the payment of Down-MACRO Expenses incurred during the preceding Calculation Period Section 13.1, in accordance with Section 5.3 hereunderthe terms of this Agreement; (ii) second, (A) for each Due Period during the amount remaining in Interim Servicing Period, with respect to each Group of Loans, to pay to (1) the Fee Payment Account after Initial Member the payment of Down-MACRO ExpensesInterim Servicing Fee, for the payment together with any unpaid portion of the Down-MACRO Fees incurred during Interim Servicing Fee for any prior Due Period and (2) the preceding Calculation Manager, an amount equal to the Interim Servicing Fee (the “Interim Management Fee”), together with any unpaid portion of the Interim Management Fee for any prior Due Period, and (B) for each Due Period in accordance following the Interim Servicing Period, with Section 5.4 hereunderrespect to each Group of Loans, to pay to the Manager an amount equal to the Management Fee, together with any unpaid portion of the Management Fee for any prior Due Period; (iii) third, if such Distribution Date is an Early Termination Date or to repay in the Final Scheduled Termination Date, Excess Working Capital Advances made by the Manager pursuant to segregate all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply such funds (A) to make the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to make a Final Distribution to the Holders 5.4 of the Down-MACRO Holding Shares being redeemed on such dateLLC Operating Agreement and Section 3.7 above; (iv) fourth, for reinvestment subject to the provisions of Section 3.6 above, all of the remaining amount shall be utilized to replenish the Working Capital Reserve until the amount of funds held in Eligible Treasuries of an amount the Working Capital Reserve Account is equal to or greater than the lesser of (x) Working Capital Reserve Floor but less than the Down-MACRO 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)Working Capital Reserve Replenishment Cap; (v) fifth, for making all of the Down-MACRO Income Distribution Payment remaining amount shall be deposited into the Defeasance Account until the amount of funds held in the Defeasance Account is equal to the Up-MACRO Holding Trust, if such a payment is due under sum of the Income Distribution Agreement; andoutstanding principal balances of the Purchase Money Notes; (vi) sixth, for distribution to pay any reimbursement amounts, together with any accrued interest thereon, due and payable as the Quarterly Distribution on the 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 Down-MACRO Holding Shares who are listed on Determination Date for the books applicable Due Period to the Purchase Money Notes Guarantor pursuant to the Reimbursement, Security and records Guaranty Agreement for previous payments made by it under the Purchase Money Notes Guaranty; and (vii) finally, all remaining amounts shall be paid to the Initial Member and the Private Owner in accordance with Section 6.6 of the Depository as Beneficial Owners on the related Record DateLLC Operating Agreement.

Priority of Payments. (a) Allocations on each Distribution Date. On each Distribution Date, the Trustee, on behalf of the DownUp-MACRO Holding Trust, shall allocate the amounts on deposit in the Distribution Account, including without limitation amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(b), in accordance with the following priority of payments: (i) first, for deposit of an amount equal to the DownUp-MACRO Fee Deduction Amount Deposit into the Fee Payment Account for application to the payment of DownUp-MACRO Expenses incurred during the preceding Calculation Period in accordance with Section 5.3 hereunderPeriod; (ii) second, the amount remaining in the Fee Payment Account after the payment of DownUp-MACRO Expenses, for the payment of the DownUp-MACRO Fees incurred during the preceding Calculation Period in accordance with pursuant to Section 5.4 hereunder; (iii) third, if such Distribution Date is an Early Termination Date or Date, the Final Scheduled Termination DateDate or a Redemption Date for all or a portion of the Up-MACRO Holding Shares, to segregate funds in an amount equal to the product of (A) all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply (B) the applicable Up-MACRO Redemption Percentage for such Redemption Date, for application of such funds (A) to make the DownUp-MACRO Settlement Payment to the UpDown-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to make a Final Distribution to the Holders of the DownUp-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 DownUp-MACRO Aggregate Par Amount on such Distribution Date (adjusted for any Paired Issuances and/or Paired Optional Redemptions that are after deducting an amount equal to the Aggregate Par Amount of the Up-MACRO Holding Shares being concurrently settledredeemed 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 DownUp-MACRO Income Distribution Payment to the UpDown-MACRO Holding Trust, if such a payment is due under the Income Distribution Agreement; and (vi) sixth, for distribution as the Quarterly Distribution on the 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 shareholders who are registered Holders of the DownUp-MACRO Holding Shares who are listed on the books and records of the Depository as Beneficial Owners on the related Record Date.

Priority of Payments. (a) Allocations on each Distribution Date. On each Distribution Date, the Trustee, on behalf of the DownUp-MACRO Holding Trust, shall allocate apply the amounts on deposit in the Distribution Account, including without limitation amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(b), in accordance with the following priority of payments: (i) first, for to deposit of an amount equal to the DownUp-MACRO Fee Deduction Amount Deposit into the Fee Payment Account to apply it for application to the payment of DownUp-MACRO Expenses incurred during the preceding Calculation Period in accordance with Section 5.3 hereunderPeriod; (ii) second, to apply the amount remaining in the Fee Payment Account after the payment of Down-MACRO Expenses, for to the payment of the DownUp-MACRO Fees incurred during the preceding Calculation Period in accordance with pursuant to Section 5.4 hereunder; (iii) third, if such Distribution Date is an Early Termination Date or Date, the Final Scheduled Termination DateDate or a Redemption Date for all or a portion of the Up-MACRO Holding Shares in connection with a Paired Optional Redemption or an Up-MACRO Proportional Mandatory Redemption, to segregate funds in an amount equal to the product of (A) all funds remaining after satisfying priorities first and second of this Section 5.2(a) and (B) the applicable Up-MACRO Redemption Percentage or Up-MACRO Proportionate Mandatory Redemption Percentage, as applicable, for such Redemption Date, and to apply such funds (A) in the case of a Paired Optional Redemption only, to make the DownUp-MACRO Settlement Payment to the UpDown-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date Redemption Date and then (B) to make a Final Distribution to the Holders of the DownUp-MACRO Holding Shares being redeemed on such dateRedemption Date; (iv) fourth, for reinvestment to reinvest in Eligible Treasuries of an amount equal to the lesser of (x) the DownUp-MACRO Aggregate Par Amount on such Distribution Date (adjusted for any Paired Issuances and/or Paired Optional Redemptions that are after deducting an amount equal to the Aggregate Par Amount of the Up-MACRO Holding Shares being concurrently settledredeemed 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 to make the DownUp-MACRO Income Distribution Payment to the UpDown-MACRO Holding Trust, if such a payment is due under the Income Distribution Agreement; and (vi) sixth, to allocate for distribution as the Quarterly Distribution on the 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 shareholders who are registered Holders of the Up-MACRO Holding Shares on the related Distribution Record Date. (b) Distributions on Redemption Dates that are not Distribution Dates. With respect to each Redemption Date that is scheduled to occur on a date that is not a Distribution Date, the Trustee, as instructed by the Administrative Agent, will segregate a portion of the Treasuries on deposit in the Securities Account in accordance with the procedures specified in Section 6.1(d), such that the Value of the Treasuries so segregated is equal to the product of the applicable Up-MACRO Redemption Percentage for such Redemption Date and the Up-MACRO Asset Amount on that Redemption Date. The Trustee, as instructed by the Administrative Agent, will then deliver Treasuries and cash with a Value equal to the Up-MACRO Settlement Payment that is owed, if any, under each Settlement Contract that is being [settled] on that Redemption Date to the Down-MACRO Holding Shares who are listed on Trustee and deliver the books and records remaining Treasuries that were segregated to the holders of the Depository as Beneficial Owners Up-MACRO Holding Shares that are being redeemed on that Redemption Date in accordance with the related Record Dateprocedures specified in such Section 6.1(d).

Priority of Payments. (a) Allocations on each Distribution Date. On each Distribution Date, The Borrower is entitled to apply any moneys standing to the Trustee, on behalf credit of the Down-MACRO Holding Trust, shall allocate Proceeds Account with the amounts exception of proceeds from Government Grants and/or VAT refunds on deposit in the Distribution Account, including amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(b), Project Costs applied in accordance with Clause 6.3.9 (Repayments other than First Repayment) and 21.1.11 (Payments and Application of Payments), (and with the exception of Blue Mill Government Grants which will be paid directly into the Blue Mill Investment Account) exclusively in the following priority order and, in the case of paymentsa continuing Event of Default, only with the Agent’s written consent: (i) first, for deposit of an amount equal to the Down-MACRO Fee Deduction Amount into the Fee Payment Account for application to the ; pari passu in or towards payment of Downall due and payable operating costs, on-MACRO Expenses incurred during going capital costs, and Working Capital Costs as well as extraordinary costs and expenses and any scheduled amount then due and payable under the preceding Calculation Period in accordance with Section 5.3 hereunderHedging Agreements and VAT payments on Blue Mill Project Costs; (ii) second, the amount remaining pari passu in the Fee Payment Account after the and towards payment of Down-MACRO Expenses, any tax payment and fee for the payment of State Guarantee or the Down-MACRO Fees incurred during the preceding Calculation Period in accordance with Section 5.4 hereunderBlue Mill State Guarantee then due and payable; (iii) third, if such Distribution Date is an Early Termination Date or pari passu in and towards payment of any unpaid costs and expenses of the Final Scheduled Termination DateLenders, the Blue Mill Lenders, the Agent and the Security Agent due from the Borrower pursuant to segregate all funds remaining after satisfying priorities first Clause 27 (Costs and second of this Section 5.2(aExpenses) and apply such funds clause 24 (ACosts and Expenses) of the Blue Mill Facility Agreement and any accrued interest and fees due and payable to the Lenders hereunder and due and payable to the Blue Mill Lenders under the Blue Mill Facility Agreement, with the exception of the payments mentioned under paragraphs 9.4.3(a)(iv) to make the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to make a Final Distribution to the Holders of the Down-MACRO Holding Shares being redeemed on such date9.4.3(a)(vi); (iv) fourth, for reinvestment pari passu in Eligible Treasuries or towards payment of an amount equal any deferred principal then due and payable to the lesser of Lenders under Tranche B and Tranche A (xin that order and rateably) and to the Down-MACRO 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)Blue Mill Lenders under the Blue Mill Facility; (v) fifth, for making the Down-MACRO Income Distribution Payment pari passu in or towards payment of any principal then due and payable to the Up-MACRO Holding Trust, if such a payment is due Lenders under Tranche B and Tranche A and to the Blue Mill Lenders under the Income Distribution Agreement; andBlue Mill Facility and the net amount of any close-out or termination sums then due and payable under the Hedging Agreements; (vi) sixth, in or towards payment of any interest and principal due and payable under any other Permitted Financial Indebtedness (vii) seventh, an amount of EUR 15,000,000 to be retained in the Proceeds Account for distribution as the Quarterly Distribution operational liquidity purposes; (viii) eigth, on the Distribution Payment Date that follows such Distribution Date all funds that are remaining each first Business Day after satisfying priorities first through fifth of this Section 5.2(a) to those Holders a Repayment Date, in or towards payment of the Down-MACRO Holding Shares who are listed Blue Mill Cash Flow Contributions to be transferred into the Blue Mill Investment Account for the payment of Capital Expenditures in connection with Project Blue Mill; (ix) ninth, on each first Business Day after a Repayment Date in or towards any payment up to the books Drawn Reserve Amount into the Debt Service Reserve Account; (x) tenth, on each first Business Day after a Repayment Date in or towards repayment of amounts contributed by the Shareholders in connection with the Blue Mill Shareholders’ Cost Overrun Comittment plus accrued interest thereon due and records payable provided that no Event of Default has occurred and is continuing and provided further that any repayment of such amounts shall only be made pro rata to any repayment of principal to the Blue Mill Lenders pursuant to Clause 9.4.3 (v) above; (xi) eleventh, on each first Business Day after a Repayment Date in or towards any other payments due and payable into the Debt Service Reserve Account until the Debt Service Reserve Account is fully funded for the first time; (xii) twelfth, on each first Business Day after a Repayment Date in or towards due and payable instalments to the Shareholders in connection with the Blue Mill Repayable Shareholder Loan plus accrued interest thereon, provided that no Event of Default has occurred and is continuing; (xiii) thirteenth, on each first Business Day after a Repayment Date in or towards any other payments due and payable into the Debt Service Reserve Account; (xiv) fourteenth; any surplus in or towards prepayment of Tranche A2 in accordance with Clause 7.4 (Prepayment of Tranche A2); and (xv) fifteenth, subject to Clause 9.4.3(c)) into the Shareholders’ Account to include any interest payable on any Shareholder Loan, except for the Blue Mill Shareholder Loan in relation to which no principal and interest payments shall be made until full and final repayment of the Depository as Beneficial Owners on the related Record DateBlue Mill Facility.

Priority of Payments. (a) Allocations on Notwithstanding any other provision in this Agreement, before each Distribution Date, the Paying Agent shall disburse amounts transferred to the Distribution Account from the Collection Account pursuant to Section 3.2 for application by the Paying Agent in accordance with the priorities set forth in Section 5.1(b) below (the “Priority of Payments”) and pursuant to the Distribution Date instructions contained in the Distribution Date Reports delivered pursuant to Section 11.4. Notwithstanding any provisions in this Agreement to the contrary, however, the Paying Agent shall take disbursement instructions from the Initial Member with respect to the distributions payable to the Private Owner pursuant to Section 5.1(b)(vii) below upon the delivery of written notice from the Initial Member to the Paying Agent providing that such distributions instead should be paid to the Initial Member pursuant to the terms of the LLC Operating Agreement. Absent delivery of such written notice, the Paying Agent shall pay in accordance with Section 5.1(b)(vii) below. (b) On each Distribution Date, the Trustee, on behalf of the Down-MACRO Holding Trust, shall allocate the amounts on deposit all funds in the Distribution Account, including amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(b), Account will be distributed in accordance with the following priority order of paymentspriority: (i) first, for deposit to pay the fees and expenses of an amount equal the Custodian and Paying Agent, including any indemnification payments owing to the Down-MACRO Fee Deduction Amount into the Fee Payment Account for application Custodian and Paying Agent pursuant to the payment of Down-MACRO Expenses incurred during the preceding Calculation Period Section 13.1, in accordance with Section 5.3 hereunderthe terms of this Agreement; (ii) second, (A) for each Due Period during the amount remaining in Interim Servicing Period, with respect to each Group of Loans, to pay to (1) the Fee Payment Account after Initial Member the payment of Down-MACRO ExpensesInterim Servicing Fee, for the payment together with any unpaid portion of the Down-MACRO Fees incurred during Interim Servicing Fee for any prior Due Period and (2) the preceding Calculation Manager, an amount equal to the Interim Servicing Fee (the “Interim Management Fee”), together with any unpaid portion of the Interim Management Fee for any prior Due Period, and (B) for each Due Period in accordance following the Interim Servicing Period, with Section 5.4 hereunderrespect to each Group of Loans, to pay to the Manager an amount equal to the Management Fee, together with any unpaid portion of the Management Fee for any prior Due Period; (iii) third, if such Distribution Date is an Early Termination Date or to repay the Final Scheduled Termination Date, Excess Working Capital Advances made by the Manager pursuant to segregate all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply such funds (A) to make the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to make a Final Distribution to the Holders 5.4 of the Down-MACRO Holding Shares being redeemed on such dateLLC Operating Agreement and Section 3.7 above; (iv) fourth, for reinvestment subject to the provisions of Section 3.6 above, (i) to replenish the Working Capital Reserve until the amount of funds held in Eligible Treasuries of the Working Capital Reserve Account is equal to or greater than the Working Capital Reserve Floor, (ii) if the Working Capital Reserve Threshold Amount has not yet been met, to pay an amount equal sufficient to meet the Working Capital Reserve Threshold Amount and (iii) to pay any additional amounts identified for deposit herein at the discretion of the Manager, subject to the lesser of (x) the Down-MACRO 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)Working Capital Reserve Cap; (v) fifth, to pay any reimbursement amounts, together with any accrued interest thereon, due and payable as of the Determination Date for making the Down-MACRO Income Distribution Payment applicable Due Period to the Up-MACRO Holding TrustPurchase Money Notes Guarantor pursuant to the Reimbursement, if such a payment is due Security and Guaranty Agreement for previous payments made by it under the Income Distribution Agreement; andPurchase Money Notes Guaranty; (vi) sixth, for distribution as an amount equal to the Quarterly Distribution on Defeasance Account Required Deposit Amount shall be deposited into the Distribution Payment Date that follows such Distribution Date Defeasance Account; and (vii) finally, all funds that are remaining after satisfying priorities first through fifth of this amounts shall be paid to the Initial Member and the Private Owner in accordance with Section 5.2(a) to those Holders 6.6 of the Down-MACRO Holding Shares who are listed on the books and records of the Depository as Beneficial Owners on the related Record DateLLC Operating Agreement.

Priority of Payments. (a) Allocations on each Distribution Date. On each Distribution Date, the Trustee, on behalf of the Down-MACRO Holding Trust, shall allocate apply the amounts on deposit in the Distribution Account, including without limitation amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(b), in accordance with the following priority of payments: (i) first, for to deposit of an amount equal to the Down-MACRO Fee Deduction Amount Deposit into the Fee Payment Account to apply it for application to the payment of Down-MACRO Expenses incurred during the preceding Calculation Period in accordance with Section 5.3 hereunderPeriod; (ii) second, to apply the amount remaining in the Fee Payment Account after the payment of Down-MACRO Expenses, for to the payment of the Down-MACRO Fees incurred during the preceding Calculation Period in accordance with pursuant to Section 5.4 hereunder; (iii) third, if such Distribution Date is an Early Termination Date or Date, the Final Scheduled Termination DateDate or a Redemption Date for all or a portion of the Down-MACRO Holding Shares in connection with a Paired Optional Redemption or an Down-MACRO Proportional Mandatory Redemption, to segregate funds in an amount equal to the product of (A) all funds remaining after satisfying priorities first and second of this Section 5.2(a) and (B) the applicable Down-MACRO Redemption Percentage or Down-MACRO Proportionate Mandatory Redemption Percentage, as applicable, for such Redemption Date, and to apply such funds (A) in the case of a Paired Optional Redemption only, to make the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date Redemption Date and then (B) to make a Final Distribution to the Holders of the Down-MACRO Holding Shares being redeemed on such dateRedemption Date; (iv) fourth, for reinvestment to reinvest in Eligible Treasuries of an amount equal to the lesser of (x) the Down-MACRO Aggregate Par Amount on such Distribution Date (adjusted for any Paired Issuances and/or Paired Optional Redemptions that are after deducting an amount equal to the Aggregate Par Amount of the Down-MACRO Holding Shares being concurrently settledredeemed 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 to make the Down-MACRO Income Distribution Payment to the Up-MACRO Holding Trust, if such a payment is due under the Income Distribution Agreement; and (vi) sixth, to allocate for distribution as the Quarterly Distribution on the 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 shareholders who are registered Holders of the Down-MACRO Holding Shares who are listed on the books and records of the Depository as Beneficial Owners on the related Distribution Record Date. (b) Distributions on Redemption Dates that are not Distribution Dates. With respect to each Redemption Date that is scheduled to occur on a date that is not a Distribution Date, the Trustee, as instructed by the Administrative Agent, will segregate a portion of the Treasuries on deposit in the Securities Account in accordance with the procedures specified in Section 6.1(d), such that the Value of the Treasuries so segregated is equal to the product of the applicable Down-MACRO Redemption Percentage for such Redemption Date and the Down-MACRO Asset Amount on that Redemption Date. The Trustee, as instructed by the Administrative Agent, will then deliver Treasuries and cash with a Value equal to the Down-MACRO Settlement Payment that is owed, if any, under each Settlement Contract that is being [settled] on that Redemption Date to the Up-MACRO Holding Trustee and deliver the remaining Treasuries that were segregated to the holders of the Down-MACRO Holding Shares that are being redeemed on that Redemption Date in accordance with the procedures specified in such Section 6.1(d).

Priority of Payments. (a) Allocations on each Distribution Date. On each Distribution Settlement Date, the Trustee, on behalf Available Amounts (together with (x) any funds from the Preferred Equity Account in respect of the Down-MACRO Holding Trust, any Senior Shortfall Amount and (y) any Liquidation Proceeds) shall allocate the amounts on deposit be applied in the Distribution Account, including amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(b), in accordance with following order of priority (the following priority “Priority of payments:Payments”): (i1) firstto apply Interest Proceeds (and if Interest Proceeds are insufficient, for deposit any available Expense Reserve) to pay an amount equal to Costs and Expenses and Fees incurred by Borrower and payable on such Settlement Date (“Senior Expense Amounts”); (2) to apply Interest Proceeds to pay each outstanding Matured Operating Loan (together with accrued interest on the amount prepaid, as calculated by the Lender) on a “first in, first out” basis depending on the borrowing date of such Matured Operating Loan; (3) to apply Interest Proceeds to pay or prepay outstanding FRBB Loans in whole or in part on a “first in, first out” basis depending on the borrowing date of such FRBB Loan but applying first to Matured FRBB Loans (and after that, to prepay other outstanding FRBB Loans) that will not otherwise be redeemed on such Settlement Date in clause (6) below in an amount equal to the Down-MACRO Fee Deduction Asset Loss Amount into determined by the Fee Payment Account Borrower for application to the payment of Down-MACRO Expenses incurred during the preceding Calculation prior Settlement Period in accordance with Section 5.3 hereunderplus accrued interest thereon; (ii4) second, the amount remaining to apply Interest Proceeds to pay any Matured FRBB Loans in the Fee Payment Account after the payment of Down-MACRO Expenses, for the payment of the Down-MACRO Fees incurred during the preceding Calculation Period whole or in accordance part (that will not otherwise be redeemed on such Settlement Date in clause (6) below) and not otherwise paid under clause (3) above (together with Section 5.4 hereunderaccrued interest thereon); (iii) third, if such Distribution Date is an Early Termination Date or the Final Scheduled Termination Date, to segregate all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply such funds (A5) to make the Down-MACRO Settlement Payment apply Interest Proceeds to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to make a Final Distribution to the Holders of the Down-MACRO Holding Shares being redeemed on such date; (iv) fourth, for reinvestment Preferred Equity Account in Eligible Treasuries of an amount equal to any previously unreimbursed drawing from the lesser of (x) the Down-MACRO Aggregate Par Preferred Equity Account to satisfy a Senior Shortfall 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)prior Settlement Date; (v6) fifthto apply the (i) Principal Proceeds plus (ii) the Available Interest Proceeds Component to pay or prepay outstanding FRBB Loans in whole or in part (together with accrued interest thereon), for making on a “first in, first out” basis depending on the Down-MACRO Income Distribution Payment borrowing date of such FRBB Loan until all outstanding FRBB Loans have been repaid in full; (7) to apply Interest Proceeds to prepay each outstanding Operating Loan in whole or in part (together with accrued interest thereon), to the Up-MACRO Holding Trust, if such a payment is due under the Income Distribution Agreementextent not already paid or prepaid in accordance with clause (2) above; and (vi8) all remaining funds (including any Principal Proceeds not applied in clause (6) sixthabove) (i) on any Settlement Date that occurs prior to the date on which all Loans have been repaid in full (such date, the “Final Repayment Date”), to be retained in the Clearing Account at the Custodian (A) first, to fund the Expense Reserve and (B) second, as Interest Proceeds to be applied on subsequent Settlement Date and (ii) on the first Settlement Date that occurs after the Final Repayment Date, to be released from the Clearing Account for distribution to the Lender and the United States Department of Treasury as the Quarterly Distribution on the 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 members of the Down-MACRO Holding Shares who are listed on Borrower under the books and records of the Depository as Beneficial Owners on the related Record DateLLC Agreement.

Priority of Payments. On each Business Day, subject to the terms and conditions of the Custodial Account Control Agreement, Seller or or, after the deliver of an Access Termination Notice pursuant to the Custodial Account Control Agreement, Purchaser) will direct the Bank to apply the monies in the Third Party Controlled Custodial Account in the following order of priority (the “Priority of Payments”), in every case, after giving effect to each prior item in the Priority of Payments on such Distribution: (a) Allocations first, from amounts in the Third Party Controlled Custodial Account attributable to Servicing Agreement termination payments paid by an Agency with respect to any Mortgage Loans, pro rata, (A) 65% of such termination payments to Purchaser, and (B) 35% of such termination payments to Seller; (b) second, on any Business Day from and including the first Business Day of a calendar month to but excluding the Distribution Date in such calendar month, at the option of Seller, Base Servicing Fee payable with respect to a prior Collection Period for the Nationstar-Serviced Mortgage Loans to Seller; (c) third, on each Distribution Date. On , to the extent not previously paid to Seller in accordance with paragraph second above, any accrued and unpaid Base Servicing Fee for the Nationstar-Serviced Mortgage Loans to Seller; (d) fourth, on each Distribution Date, pro rata, (A) any Excess Servicing Spread for the Trusteeprior Collection Period (other than the portion thereof consisting of termination payments paid pursuant to paragraph first above) to Purchaser and (B) any Retained Excess Servicing Spread for the prior Collection Period (other than the portion thereof consisting of termination payments paid pursuant to paragraph first above) to Seller; provided, on behalf that if any indemnity payments are then due and payable to a Purchaser Indemnitee pursuant to Section 10.01, such indemnity payments shall be paid to Purchaser or its designee, as applicable, from any amounts otherwise distributable pursuant to this clause (B); and provided, further, that if a Reserve Account Deposit Event has occurred and is continuing, any amounts distributable pursuant to this clause (B) after giving effect to the preceding proviso shall be transferred to the Reserve Account to the extent necessary to cause the amount of the Down-MACRO Holding Trust, shall allocate the amounts funds on deposit in the Distribution Account, including amounts deposited therein pursuant Reserve Account to Section 5.5(b) and Section 5.6(b), in accordance with equal the following priority of payments: (i) first, for deposit of an amount equal to the Down-MACRO Fee Deduction Amount into the Fee Payment Reserve Account for application to the payment of Down-MACRO Expenses incurred during the preceding Calculation Period in accordance with Section 5.3 hereunder; (ii) second, the amount remaining in the Fee Payment Account after the payment of Down-MACRO Expenses, for the payment of the Down-MACRO Fees incurred during the preceding Calculation Period in accordance with Section 5.4 hereunder; (iii) third, if such Distribution Date is an Early Termination Date or the Final Scheduled Termination Date, to segregate all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply such funds (A) to make the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to make a Final Distribution to the Holders of the Down-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 Down-MACRO 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 the Down-MACRO Income Distribution Payment to the Up-MACRO Holding Trust, if such a payment is due under the Income Distribution AgreementRequired Amount; and (vie) sixthfifth, for distribution on each Distribution Date, to Seller, any other amounts remaining on deposit in the Third Party Controlled Custodial Account. All payments to Purchaser or Seller shall be made by wire transfer of immediately available federal funds to an account designated by Purchaser or Seller, as the Quarterly Distribution on the 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) applicable, to those Holders of the Down-MACRO Holding Shares who are listed on the books and records of the Depository as Beneficial Owners on the related Record DateBank.

Priority of Payments. On (ax) Allocations 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. On each Distribution Date"), the Trustee, on behalf of the Down-MACRO Holding Trust, Collateral Agent shall allocate the amounts on deposit in the Distribution Account, including amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(b)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:Payments"): (a) to pay (i) first, for deposit of an amount equal amounts due or payable to the DownCollateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Credit Documents (including fees, out-MACRO Fee Deduction Amount into 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 Fee 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 Account for application to Date occurring in the payment of Down-MACRO Expenses incurred same Calculation Period); provided, that, if any such amount under this subclause (i) is not utilized during the preceding any Calculation Period in accordance with Section 5.3 hereunder; 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 amount remaining in commitment fee payable to the Fee Payment Account after the payment of Down-MACRO ExpensesLenders, but, for the payment avoidance of doubt, including fees payable to the DownAdministrative Agent) and out-MACRO Fees incurred during 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 preceding 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 in accordance with Section 5.4 hereunder; Period) and (iii) third, if such 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 is an Early Termination (in the case of any Additional Distribution Date or the Final Scheduled Termination Maturity Date, after giving effect to segregate all funds remaining after satisfying priorities first and second payments of this Section 5.2(a) and apply such funds (A) to make amounts on any other Additional Distribution Date or Interest Payment Date occurring in the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust same Calculation Period); provided, that, if any such payment amount under this subclause (iii) is owed under the Settlement Contracts being settled on not utilized during any Calculation Period then such date and then (B) to make a Final Distribution to the Holders unutilized amount may be applied during any of the Down-MACRO Holding Shares being redeemed on such datethree succeeding Calculation Periods; (iv) fourth, for reinvestment in Eligible Treasuries of an amount equal to the lesser of (x) the Down-MACRO 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 the Down-MACRO Income Distribution Payment to the Up-MACRO Holding Trust, if such a payment is due under the Income Distribution Agreement; and (vi) sixth, for distribution as the Quarterly Distribution on the 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 Down-MACRO Holding Shares who are listed on the books and records of the Depository as Beneficial Owners on the related Record Date.

Priority of Payments. (a) Allocations on each Distribution Date. On each Distribution Payment Date, the Trustee, Borrowers (and the Manager on behalf their behalf) shall cause all Distributable Cash in respect of the Down-MACRO Holding Trust, shall allocate the amounts on deposit in the Distribution Account, including amounts deposited therein pursuant such Payment Date to Section 5.5(b) and Section 5.6(b), be applied in accordance with the following priority priorities (the “Priority of paymentsPayments”) 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 deposit 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 amount equal Event of Default or upon any final payment, then (iii) next, to the Down-MACRO Fee Deduction Amount into Manager, any accrued and unpaid Management Fees then due and payable pursuant to the Fee Payment Account 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 application distribution to each Lender to pay (A) accrued and unpaid Interest on the Advances, (B) amounts payable to each such Lender or the Administrative Agent under Section 2.11(a), 2.12, 11.03(d) and 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 Down-MACRO Expenses incurred during the preceding Calculation Period in accordance with Section 5.3 hereunder; (ii) second, the amount remaining in the Fee Payment Account after the payment of Down-MACRO Expenses, for the payment of the Down-MACRO Fees incurred during the preceding Calculation Period in accordance with Section 5.4 hereunder; (iii) third, if all amounts which are due and payable under such Distribution Date is an Early Termination Date or the Final Scheduled Termination Date, to segregate all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply such funds (A) to make the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled Hedging Agreement on such date and then (B) to make a Final Distribution to the Holders of the Down-MACRO Holding Shares being redeemed on such date; (iv) fourthother than fees, for reinvestment in Eligible Treasuries of an amount equal to the lesser of (x) the Down-MACRO Aggregate Par Amount on such Distribution Date (adjusted for any Paired Issuances and/or Paired Optional Redemptions that are being concurrently settled)expenses, and (y) all funds remaining after satisfying priorities first through third of this Section 5.2(atermination payments, indemnification payments, tax payments, collateral postings or other similar amounts); (vd) fourth, if the Final Maturity Date has occurred or an Event of Default has occurred and is continuing, to pay, on a pro rata basis based on the aggregate amounts owed to each such Person under this clause fourth, (i) to the Administrative Agent for distribution to each Lender on a pro rata basis based on outstanding principal amount, to pay the outstanding 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, for making the Down-MACRO Income Distribution Payment to the Up-MACRO Holding TrustBorrower Interest Reserve Account, if until the amount on 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 outstanding principal of the Advances of each Lender (including to the extent applicable, any Mandatory Prepayment Amounts payable in connection with a Permitted Release) in connection with any Optional Prepayment occurring on such a payment is 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 amounts paid in clause fourth above); (g) seventh, to pay all other Obligations of any Borrower owed to any Secured Party under the Income Distribution AgreementFacility 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 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 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 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 next Payment Date, to the extent applicable reserves then on deposit in the applicable Borrower Accounts are insufficient to pay such liabilities in full; and (vij) sixthtenth, (i) for distribution so long as no Event of Default has occurred and is continuing, the Quarterly Distribution remainder to be released to the Borrowers pursuant to a Permitted Release and (ii) if an Event of Default has occurred and is continuing, the remainder to remain on deposit in the Distribution Borrower 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 Account. All of the Down-MACRO Holding Shares who are listed on foregoing amounts due and payable 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 books and records account of the Depository as Beneficial Owners on the related Record Datesuch Lenders.

Priority of Payments. (a) Allocations Notwithstanding anything to the contrary in the Indenture, on each Distribution Date. On each Distribution DatePayment Date for the Series 2004-1 Bonds, the Trustee, on behalf of the Down-MACRO Holding Trust, Indenture Trustee shall allocate the apply all amounts on deposit in the Distribution AccountCollection Account for the Series 2004-1 Bonds, including amounts deposited therein pursuant all net earnings thereon, to Section 5.5(b) and Section 5.6(b)pay the following amounts, in accordance with the Servicer's Certificate, in the following priority of paymentspriority: (i) firstall amounts owed by the Issuer to the Indenture Trustee (including reasonable attorney's fees and expenses), for deposit allocated among all Series of Bonds Outstanding as the Indenture Trustee determines appropriate, shall be paid to the Indenture Trustee (subject to Section 6.07 of the Indenture) and all amounts owed to the Independent Managers in connection with their acting as managers under the LLC Agreement, allocated on a pro rata basis among all Series of Bonds Outstanding based on the Outstanding principal amount of each Series, shall be paid to the Independent Managers, as appropriate, in an amount equal not to the Down-MACRO Fee Deduction Amount into the Fee Payment Account exceed $30,000 annually for application to the payment all Series of Down-MACRO Expenses incurred during the preceding Calculation Period in accordance with Section 5.3 hereunderBonds Outstanding; (ii) secondthe Servicing Fee, which will be the amount remaining lesser of (a) $400,000 or (b) $644, 888.50 minus the annualized servicing fees payable in the Fee Payment Account after the payment of Down-MACRO Expenses, for the payment respect of the Downseries 2003-MACRO 1 bonds, and any unpaid Servicing Fees incurred during for prior Payment Dates shall be paid to the preceding Calculation Period in accordance with Section 5.4 hereunderServicer; (iii) thirdso long as no Default or Event of Default shall have occurred and be continuing with respect to the Series 2004-1 Bonds or would result from such payment, all other fees, expenses and indemnity amounts, including the Administrator's fees shall be paid to the Persons entitled thereto or, if such Distribution Date is an Early Termination Date or have been previously paid by the Final Scheduled Termination DateIssuer, to segregate the Issuer in reimbursement thereof, allocated among all funds remaining after satisfying priorities first and second Series of Bonds Outstanding; provided that the amounts paid pursuant to this Section 5.2(aclause (iii) and apply such funds in any calendar year shall not exceed $185,000 for all Series of Bonds Outstanding, less the amounts paid under clause (Ai) to make the Down-MACRO Settlement Payment above; (iv) any overdue Periodic Interest (together with, to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled extent lawful, interest on such date and then (Boverdue Periodic Interest at the applicable Bond Interest Rate) with respect to make a Final Distribution the Series 2004-1 Bonds shall be paid to the Holders of the DownSeries 2004-MACRO Holding Shares being redeemed 1 Bonds on such date; (iv) fourth, for reinvestment in Eligible Treasuries a pro-rata basis among all classes of an amount equal to the lesser of (x) the DownSeries 2004-MACRO 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)1 Bonds then Outstanding; (v) fifth, Periodic Interest for making the Down-MACRO Income Distribution such Payment Date with respect to the UpSeries 2004-MACRO Holding Trust, if 1 Bonds and any amounts due on such a payment is due under the Income Distribution Agreement; and (vi) sixth, for distribution as the Quarterly Distribution on the 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 the counterparty or counterparties under any Swap Agreement (other than any termination Swap Payment), shall be paid to the Holders of the DownSeries 2004-MACRO Holding Shares who are listed 1 Bonds and the counterparty or counterparties, respectively, on the books and records a pro-rata basis among all classes of the Depository as Beneficial Owners on the related Record Date.Series 2004-1 Bonds then Outstanding and any Swap Agreement then in effect;

Priority of Payments. (a) Allocations on each Distribution Date. On each Distribution Payment Date, the Trustee, on behalf of Borrower shall direct the Down-MACRO Holding Trust, shall allocate the Account Bank to distribute all amounts on deposit in the Distribution Account, including amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(bCollection Account on such Payment Date in the following order of priority (the “Priority of Payments”), in accordance with the following priority of paymentsPayment Date Certificate for such Payment Date: (i) first, for deposit of an amount equal to the Down-MACRO Fee Deduction Amount into the Fee Payment Account for application to the payment of Down-MACRO Expenses incurred during the preceding Calculation Period in accordance with Section 5.3 hereunderAdministrative 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 amount remaining in Administrative Agent, the Fee Payment Account after Administrative Agent Fee, to the payment of Down-MACRO Expenses, for the payment of the Down-MACRO Fees incurred during the preceding Calculation Period in accordance with Section 5.4 hereunderextent due and 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 any such Distribution Date is an Early Termination Date or Interest payable for any prior Interest Period to the Final Scheduled Termination Dateextent such amount has not been distributed to each such Lender, and any interest accrued pursuant to Section 4.02(b), to segregate all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply such funds (A) to make the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to make a Final Distribution to the Holders of the Down-MACRO Holding Shares being redeemed on such dateextent unpaid; (iv) fourth, for reinvestment in Eligible Treasuries of an amount equal to the lesser Administrative Agent for distribution to the Lenders (ratably, based on the amount then due and owing) (A) if an Event of (x) the Down-MACRO Aggregate Par Amount Default is continuing on such Distribution Date Payment Date, the outstanding principal amount of the Loans, or (adjusted B) if an Event of Default is not continuing on such Payment Date, the Amortization Amount 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)such Payment Date; (v) fifth, for making the Down-MACRO Income Distribution if such Payment Date is a Quarterly Payment Date, to the UpAdministrative Agent for distribution to the Lenders (ratably, based on the amount then due and owing), the Amortization Catch-MACRO Holding TrustUp Amount (calculated after giving effect to the proviso in Section 2.02(c)), if such a payment is due under the Income Distribution Agreement; andany; (vi) sixth, if on such Payment Date the balance of the Reserve Account is less than the Required Reserve Amount, to the 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 amount under this Section 4.01 except to the extent actually received by the Administrative Agent or available to the 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 to 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 distribution 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 Quarterly Distribution on case may be, shall have a claim against the Distribution Payment Date that follows Borrower for 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 Down-MACRO Holding Shares who are listed on the books and records of the Depository as Beneficial Owners on the related Record Dateamount.

Priority of Payments. (a) Allocations on each Distribution Date. On each Distribution Date, the Trustee, on behalf of the Down-MACRO Holding Up Trust, shall allocate the amounts on deposit in the Distribution Account, including amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(b), in accordance with the following priority of payments: (i) first, for deposit of an amount equal to the Down-MACRO Up Fee Deduction Amount into the Fee Payment Account for application to the payment of Down-MACRO Up Expenses incurred during the preceding Calculation Period in accordance with Section 5.3 hereunder; (ii) second, for application of the amount remaining in the Up Fee Payment Account after Deduction Amount to the payment of Down-MACRO Expenses, for the payment of the Down-MACRO Up Fees incurred accrued during the preceding Calculation Period in accordance with Section 5.4 hereunder; (iii) 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 this Section 5.2(a) or, in the case of a Redemption Date, the product of the applicable Redemption Percentage and such remaining funds, and apply such funds (A) to make the Down-MACRO Up Settlement Payment to the Up-MACRO Holding Down Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to make a Final Distribution to the Holders of the Down-MACRO Holding Shares Up MacroShares being redeemed on such date; based upon the Underlying Values of the Paired Trusts on the last calendar day preceding such Distribution Date; (iv) fourth, for reinvestment in Eligible Treasuries of an amount equal to the lesser of (x) the Down-MACRO 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 the Down-MACRO an Up Income Distribution Payment to the Up-MACRO Holding Down Trust, if such a payment is due under the Income Distribution Agreement; and (vi) sixth, for distribution as the Quarterly Distribution on the 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 Down-MACRO Holding Shares Up MacroShares who are listed on the books and records of the Depository as Beneficial Owners on the related Record Date.

Priority of Payments. On (ax) Allocations 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. On each Distribution Date"), the Trustee, on behalf of the Down-MACRO Holding Trust, Collateral Agent shall allocate the amounts on deposit in the Distribution Account, including amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(b)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:Payments"): (a) to pay (i) first, for deposit of an amount equal amounts due or payable to the DownCollateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Credit Documents (including fees, out-MACRO Fee Deduction Amount into 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 Fee 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 Account for application to Date occurring in the payment of Down-MACRO Expenses incurred same Calculation Period); provided, that, if any such amount under this subclause (i) is not utilized during the preceding any Calculation Period in accordance with Section 5.3 hereunder; 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 amount remaining in commitment fee payable to the Fee Payment Account after the payment of Down-MACRO ExpensesLenders, but, for the payment avoidance of doubt, including fees payable to the DownAdministrative Agent) and out-MACRO Fees incurred during 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 preceding 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 in accordance with Section 5.4 hereunder; Period) and (iii) third, if such 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 is an Early Termination (in the case of any Additional Distribution Date or the Final Scheduled Termination Maturity Date, after giving effect to segregate all funds remaining after satisfying priorities first and second payments of this Section 5.2(a) and apply such funds (A) to make amounts on any other Additional Distribution Date or Interest Payment Date occurring in the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust same Calculation Period); provided, that, if any such payment amount under this subclause (iii) is owed under the Settlement Contracts being settled on not utilized during any Calculation Period then such date and then (B) to make a Final Distribution to the Holders unutilized amount may be applied during any of the Down-MACRO Holding Shares being redeemed on such datethree succeeding Calculation Periods; (ivb) fourth, for reinvestment to pay accrued and unpaid interest due in Eligible Treasuries respect of an amount equal the Advances and any increased costs and accrued and unpaid commitment fees payable to the lesser of Lenders (x) the Down-MACRO Aggregate Par Amount pro rata based 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(aamounts due); (v) fifth, for making the Down-MACRO Income Distribution Payment to the Up-MACRO Holding Trust, if such a payment is due under the Income Distribution Agreement; and (vi) sixth, for distribution as the Quarterly Distribution on the 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 Down-MACRO Holding Shares who are listed on the books and records of the Depository as Beneficial Owners on the related Record Date.

Priority of Payments. (a) Allocations on each Distribution Date. On each Distribution Payment Date, the Trustee, on behalf of the Down-MACRO Holding Trust, shall allocate the amounts (x) all Retained Collections on deposit in the Distribution AccountCollection Account plus any amounts received by the Borrower pursuant to an Interest Rate Protection Agreement during the applicable Collection Period, including (y) any Liquidity Reserve Draw Amount and (z) any Liquidity Reserve Release Amount and any other amounts deposited therein expressly required to be distributed pursuant to the Priority of Payments and any amounts released from the Insurance Proceeds Account pursuant to Section 5.5(b6.6 (collectively, the “Available Funds”) shall be allocated and Section 5.6(b), distributed by the Collateral Agent in accordance with the related Manager Report in the following order of priority (the “Priority of payments:Payments”) (provided, however, the amounts received by the Borrower pursuant to an Interest Rate Protection Agreement shall be allocated and distributed first to clause (c) and thereafter to priorities following clause (c)): (a) first, without duplication, in each case to the extent applicable on such Payment Date and pro rata based on amounts due (i) to the Administrative Agent for payment of Administrative Agent Fees and other fees, costs, expenses and indemnities owing to the Administrative Agent as of such Payment Date pursuant to this Agreement and the other Transaction Documents, (ii) to the Collateral Agent for payment of the Collateral Agent Fees and other costs, expenses and indemnities owing to the Collateral Agent pursuant to this Agreement and the other Transaction Documents and (iii) to the Issuing Bank, all L/C Other Reimbursement Costs; (b) second, without duplication, to the Manager or its designee(s), the Management Fee for the immediately preceding Collection Period and, to the extent unpaid, such amounts for all prior Collection Periods; (c) third, to the Lenders, pro rata, in respect of (i) interest due as of such Payment Date with respect to the Term Loans, (ii) any accrued and unpaid Unused Fees and (iii) L/C Monthly Fees and any other fees, expenses and other amounts due on or prior to such Payment Date with respect to Letters of Credit; (d) fourth, if no Rapid Amortization Period or Cash Sweep Period is then in effect and no acceleration of the Term Loans has occurred following the occurrence and continuation of an Event of Default, to the Lenders, pro rata, in respect of any due and unpaid Additional Principal Payment Amount; (e) fifth, to the Liquidity Reserve Account, unless and until the amount on deposit therein (without taking into consideration the amount of any Retained Collections Contributions on deposit therein on such Payment Date) is equal to the Required Liquidity Reserve Amount as of such Payment Date; (f) sixth, if a Cash Sweep Period is continuing, the product of the Cash Sweep Percentage as of such Payment Date and the remaining funds Available Funds in the Collection Account, to the Lenders, to the Lenders, pro rata, in respect of principal of the Term Loans; (g) seventh, during a Rapid Amortization Period and/or following an acceleration of the maturity of the Term Loans following the occurrence and continuation of an Event of Default, 100% of any remaining Available Funds in the Collection Account to the Lenders to pay to the Lenders, pro rata, in respect of principal of the Term Loans; (h) eighth, to the Manager, for reimbursement for any advance made by the Manager, along with the interest payable thereon; and (i) firstninth, for deposit of an amount equal any remaining Available Funds, to the Down-MACRO Fee Deduction Amount into Operating Account or to such other account or location as may be directed by the Fee Payment Account for application Borrower. All such allocations by the Collateral Agent shall be based solely on the information set forth in the Manager Report. All distributions to a Lender shall be made in accordance with the wiring instructions set forth in the Administrative Questionnaire delivered to the Collateral Agent on or prior to the initial Credit Date. Any amendments to the payment of Down-MACRO Expenses incurred during instructions or other information in such Administrative Questionnaire will be effective five (5) Business Days following receipt thereof by the preceding Calculation Period Agents in accordance with Section 5.3 hereunder; (ii) second, writing. All Administrative Questionnaires and amendments thereto shall be delivered to the amount remaining Collateral Agent by the Administrative Agent at ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇. In no event shall the Collateral Agent have any obligation to recalculate or verify the information contained in the Fee Payment Account after Manager Report nor shall the payment of Down-MACRO ExpensesCollateral Agent have any liability therefor. In the event that the initial Manager is terminated and that no successor Manager pays the fees, for expenses or other amounts due and payable to InfraCo pursuant to the payment Shared Infrastructure Services Agreements, then the Borrower shall direct the Collateral Agent to pay, and the Collateral Agent shall pay, such amounts to InfraCo directly from funds available under clause (b) of the Down-MACRO Fees incurred during Priority of Payments on each Payment Date. In addition to the preceding Calculation Period in accordance with Section 5.4 hereunder; (iii) third, if such Distribution Date is an Early Termination Date or the Final Scheduled Termination Dateforegoing, to segregate all funds remaining after satisfying priorities first the extent any amounts become payable by the Collateral Agent in its capacity as secured party under any Account Control Agreement to an account bank or securities intermediary, amounts held in the Collection Account may be withdrawn by the Collateral Agent and second of this Section 5.2(a) and apply paid to such funds (A) to make the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to make a Final Distribution to the Holders of the Down-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 Down-MACRO 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 the Down-MACRO Income Distribution Payment to the Up-MACRO Holding Trust, if such a payment is due under the Income Distribution Agreement; and (vi) sixth, for distribution as the Quarterly Distribution on the 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 Down-MACRO Holding Shares who are listed on the books and records of the Depository as Beneficial Owners on the related Record Dateaccount bank or securities intermediary.

Priority of Payments. (a) Allocations on Notwithstanding any other provision in this Agreement, before each Distribution Date. , the Paying Agent shall disburse amounts transferred to the Distribution Account from the Collection Account pursuant to Section 3.2 for application by the Paying Agent in accordance with the priorities set forth in Section 5.1(b) below (the “Priority of Payments”) and pursuant to the Distribution Date instructions contained in the Distribution Date Reports delivered pursuant to Section 11.4. (b) On each Distribution Date, the Trustee, on behalf of the Down-MACRO Holding Trust, shall allocate the amounts on deposit all funds in the Distribution Account, including amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(b), Account will be distributed in accordance with the following priority order of paymentspriority: (i) first, for deposit to pay the fees and expenses of an amount equal the Custodian and Paying Agent, including any indemnification payments owing to the Down-MACRO Fee Deduction Amount into the Fee Payment Account for application Custodian and Paying Agent pursuant to the payment of Down-MACRO Expenses incurred during the preceding Calculation Period Section 13.1, in accordance with Section 5.3 hereunderthe terms of this Agreement; (ii) second, (A) for each Due Period during the amount remaining in Interim Servicing Period, with respect to each Group of Loans, to pay to (1) the Fee Payment Account after Initial Member the payment of Down-MACRO ExpensesInterim Servicing Fee, for the payment together with any unpaid portion of the Down-MACRO Fees incurred during Interim Servicing Fee for any prior Due Period and (2) the preceding Calculation Manager, an amount equal to the Interim Servicing Fee (the “Interim Management Fee”), together with any unpaid portion of the Interim Management Fee for any prior Due Period, and (B) for each Due Period in accordance following the Interim Servicing Period, with Section 5.4 hereunderrespect to each Group of Loans, to pay to the Manager an amount equal to the Management Fee, together with any unpaid portion of the Management Fee for any prior Due Period; (iii) third, if such Distribution Date is an Early Termination Date or to repay in the Final Scheduled Termination Date, Excess Working Capital Advances made by the Manager pursuant to segregate all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply such funds (A) to make the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to make a Final Distribution to the Holders 5.4 of the Down-MACRO Holding Shares being redeemed on such dateLLC Operating Agreement and Section 3.7 above; (iv) fourth, for reinvestment subject to the provisions of Section 3.6 above, all of the remaining amount shall be utilized to replenish the Working Capital Reserve until the amount of funds held in Eligible Treasuries of an amount the Working Capital Reserve Account is equal to or greater than the lesser of (x) Working Capital Reserve Floor but less than the Down-MACRO 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)Working Capital Reserve Replenishment Cap; (v) fifth, for making all of the Down-MACRO Income Distribution Payment remaining amount shall be deposited into the Defeasance Account until the amount of funds held in the Defeasance Account is equal to the Up-MACRO Holding Trust, if such a payment is due under sum of the Income Distribution Agreement; andoutstanding principal balances of the Purchase Money Notes; (vi) sixth, for distribution to pay any reimbursement amounts, together with any accrued interest thereon, due and payable as the Quarterly Distribution on the 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 Down-MACRO Holding Shares who are listed on Determination Date for the books applicable Due Period to the Purchase Money Notes Guarantor pursuant to the Reimbursement, Security and records Guaranty Agreement for previous payments made by it under the Purchase Money Notes Guaranty; and (vii) finally, all remaining amounts shall be paid to the Initial Member and the Private Owner in accordance with Section 6.6 of the Depository as Beneficial Owners on the related Record DateLLC Operating Agreement.

Priority of Payments. (a) Allocations on each Distribution Date. On each Distribution Payment Date, (x) all Retained Collections on deposit in the Trustee, on behalf Collection Account as of the Down-MACRO Holding Trustlast day of the applicable Collection Period, shall allocate the plus all mandatory prepayment amounts on deposit in the Distribution Collection Account, including plus any amounts deposited therein received by the Borrower pursuant to an Interest Rate Protection Agreement during the applicable Collection Period and any Interest Reserve Release Amount received by the Borrower during the applicable Collection Period, and (y) any Interest Reserve Draw Amount for such Payment Date and any other amounts expressly required to be distributed pursuant to the Priority of Payments and any amounts released from the Insurance Proceeds Account pursuant to Section 5.5(b6.6 (collectively, the “Available Funds”), and on each date of prepayment pursuant to Section 2.8(b), any amounts to be paid pursuant to Section 2.8(b) from sources other than amounts referred to in clause (x) and Section 5.6(b)(y) above, shall be allocated and distributed by the Account Bank in accordance with the related Manager Report in the following order of priority (the “Priority of payments:Payments”) (provided, however, that the Manager Report shall provide that (x) the amounts received by the Borrower pursuant to an Interest Rate Protection Agreement shall be allocated and distributed first to payments of interest pursuant to clause (c), second, to scheduled amortization payments required by Section 2.8(d) and (f), and thereafter to the other priorities following clause (c) and (y) all mandatory prepayment amounts shall be allocated first to amounts in clause (a), second to amounts in clause (c) and thereafter to the other priorities following clause (c)): (a) first, without duplication, in each case to the extent applicable on such Payment Date, (x) first, pro rata based on amounts due (i) to the Administrative Agent for payment of Administrative Agent Fees and other fees, costs, expenses and indemnities owing to the Administrative Agent as of such Payment Date pursuant to this Agreement and the other Transaction Documents, (ii) to the Collateral Agent for payment of Collateral Agent Fees and other fees, costs, expenses and indemnities owing to the Collateral Agent as of such Payment Date pursuant to this Agreement and the other Transaction Documents, (iii) to the Back-Up Manager for payment of all Back-Up Manager Fees and other fees, costs, expenses and indemnities owing to the Back-Up Manager as of such Payment Date pursuant to this Agreement and the other Transaction Documents, and (iv) to the Account Bank for payment of the Account Bank Fees and other costs, expenses and indemnities owing to the Account Bank pursuant to this Agreement and the other Transaction Documents, and (y) second, to the payment of Additional SPV Expenses, in each case of items (a)(x) and (y), at all times, in an aggregate amount not to exceed $2,000,000 in any fiscal year; provided that if an Event of Default has occurred and is continuing, no limit shall apply to payments under clause (x) and no payments shall be made under clause (y) above; (b) second, without duplication, to the Manager or its designee(s), the Management Fee for the immediately preceding Collection Period and, to the extent unpaid, such amounts for all prior Collection Periods; (c) third, to the Administrative Agent for distribution to the Lenders, pro rata, (i) first, for deposit in respect of an amount equal to the Down-MACRO Fee Deduction Amount into the Fee Payment Account for application to the payment of Down-MACRO Expenses incurred during the preceding Calculation Period in accordance with Section 5.3 hereunder; any interest, and (ii) second, in respect of any scheduled amortization payment required by Section 2.8(d) in each case, with respect to the Term Loans, which is due and payable on such Payment Date or prior to the immediately following Payment Date; provided that with respect to any amounts due on a date occurring after such Payment Date but prior to the immediately following Payment Date, such amount remaining will be held in the Fee Collections Account and paid on such other Payment Account after Date, (d) fourth, so long as no Event of Default has occurred and is continuing, to the payment Administrative Agent for distribution to the Lenders, pro rata, in respect of Down-MACRO Expenses, for the payment of the Down-MACRO Fees incurred during the preceding Calculation Period any due and unpaid Additional Principal Payment Amount together with any Prepayment Premium payable in accordance with Section 5.4 hereunderconnection therewith; (iiie) thirdfifth, to the Interest Reserve Account in an amount necessary to ensure that the total amount then on deposit in or credited to the Interest Reserve Account is equal to the Minimum Interest Reserve Amount as of such Payment Date; (f) sixth, if a Cash Sweep Period is continuing, the product of the Cash Sweep Percentage as of such Distribution Payment Date is an Early Termination Date or and the Final Scheduled Termination Dateremaining Available Funds, to segregate all funds remaining after satisfying priorities the Administrative Agent for distribution to the Lenders, pro rata, in respect of principal of the Term Loans; (g) seventh, to the recipients specified in (a)(x) of priority first and second of this Section 5.2(a) 2.9, any due and apply such funds (A) to make the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to make a Final Distribution to the Holders unpaid amounts described therein in excess of the Down-MACRO Holding Shares being redeemed on such datecap set forth therein; (ivh) fourtheighth, for reinvestment in Eligible Treasuries following an acceleration of the maturity of the Term Loans following the occurrence and continuation of an amount equal Event of Default, to the lesser Administrative Agent for distribution to the Lenders to pay 100% of any remaining Available Funds to the Lenders, pro rata, in respect of principal of the Term Loans; (xi) ninth, to the Down-MACRO Aggregate Par Amount on such Distribution Date recipients specified in (adjusted for any Paired Issuances and/or Paired Optional Redemptions that are being concurrently settled), and (ya)(y) all funds remaining after satisfying priorities of priority first through third of this Section 5.2(a); (v) fifth2.9 and the recipients of Additional SPV Expenses, for making any due and unpaid amounts described in such clause first in excess of the Down-MACRO Income Distribution Payment to the Up-MACRO Holding Trust, if such a payment is cap set forth therein and all due under the Income Distribution Agreementand unpaid Additional SPV Expenses; and (vij) sixthtenth, (i) first, to any AHYDO Catch-up Payment then due and payable and then (ii) any remaining Available Funds, to the Operating Account or to such other account or location as may be directed by the Borrower. All such allocations by the Account Bank shall be based solely on the information set forth in the Manager Report. In no event shall the Account Bank or the Administrative Agent have any obligation to recalculate or verify the information contained in the Manager Report nor shall the Account Bank or the Administrative Agent have any liability therefor. The Administrative Agent may assume, without any liability, that the amounts remitted to it for further distribution to the Lenders are in accordance with the terms herein and shall have no obligation to ascertain or confirm that the amount of any such remittance is in accordance with the terms herein. The Administrative Agent shall update the Register in conclusive reliance upon the amounts so remitted to it for distribution as to the Quarterly Distribution on the 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 Down-MACRO Holding Shares who are listed on the books and records of the Depository as Beneficial Owners on the related Record DateLenders.

Priority of Payments. On (x) each Interest Payment Date, (y) the Maturity Date and (z) after the occurrence of a Market Value Event or after the occurrence of an Event of Default and 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) Allocations on each Distribution Date. On each Distribution Date, the Trustee, on behalf of the Down-MACRO Holding Trust, shall allocate the amounts on deposit in the Distribution Account, including amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(b), in accordance with the following priority of payments: pay (i) first, for deposit of an amount equal amounts due or payable to the DownCollateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the Account Control Agreement (including fees, out-MACRO Fee Deduction Amount into the Fee Payment Account for application to the payment of Downof-MACRO Expenses incurred during the preceding Calculation Period in accordance with Section 5.3 hereunder; 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 up to a maximum amount remaining of U.S.$75,000 on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the Fee Payment Account after the payment case of Down-MACRO Expenses, for the payment of the Down-MACRO Fees incurred during the preceding Calculation Period in accordance with Section 5.4 hereunder; (iii) third, if such any Additional Distribution Date is an Early Termination Date or the Final Scheduled Termination Date, to segregate all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply such funds (A) to make the DownPermitted Non-MACRO Settlement Payment to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to make a Final Distribution to the Holders of the Down-MACRO Holding Shares being redeemed on such date; (iv) fourth, for reinvestment in Eligible Treasuries of USD Currency does not exceed an amount equal to the lesser of (xA) the Down-MACRO Aggregate Par Amount on such Distribution Date product of (adjusted for any Paired Issuances and/or Paired Optional Redemptions that are being concurrently settled), i) 20% and (yii) the Financing Commitment then in effect and (B) the Collateral Principal Amount of all funds remaining after satisfying priorities first through third Portfolio Investments denominated in any Permitted Non-USD Currency, (II) the Dollar Equivalent of this Section 5.2(a); (v) fifth, for making the Down-MACRO Income Distribution Payment aggregate outstanding principal amount of all Advances denominated in GBP does not exceed an amount equal to the Up-MACRO Holding Trustlesser 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 GBP, if such a payment is due under (III) the Income Distribution Agreement; and (vi) sixth, for distribution as the Quarterly Distribution on the 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 Dollar Equivalent of the Down-MACRO Holding Shares who are listed on aggregate outstanding principal amount of all Advances denominated in AUD does not exceed an amount equal to the books lesser of (A) the product of (i) 10% and records (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 Depository as Beneficial Owners on aggregate outstanding principal amount of all Advances denominated in NZD does not exceed an amount equal to the related Record Datelesser 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. (a) Allocations on each Distribution Date. On each Distribution Payment Date, the Trustee, Borrowers (and the Manager on behalf their behalf) shall cause all Distributable Cash in respect of the Down-MACRO Holding Trust, shall allocate the amounts on deposit in the Distribution Account, including amounts deposited therein pursuant such Payment Date to Section 5.5(b) and Section 5.6(b), be applied in accordance with the following priority priorities (the “Priority of paymentsPayments”) 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 deposit 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 amount equal Event of Default or upon any final payment, then (iii) next, to the Down-MACRO Fee Deduction Amount into Manager, any accrued and unpaid Management Fees then due and payable pursuant to the Fee Payment Account 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 application distribution to each Lender to pay (A) accrued and unpaid Interest on the Advances, (B) amounts payable to each such Lender or the Administrative Agent under Section 2.11(a), 2.12, 11.03(d) and 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 Down-MACRO Expenses incurred during the preceding Calculation Period in accordance with Section 5.3 hereunder; (ii) second, the amount remaining in the Fee Payment Account after the payment of Down-MACRO Expenses, for the payment of the Down-MACRO Fees incurred during the preceding Calculation Period in accordance with Section 5.4 hereunder; (iii) third, if all amounts which are due and payable under such Distribution Date is an Early Termination Date or the Final Scheduled Termination Date, to segregate all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply such funds (A) to make the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled Hedging Agreement on such date and then (B) to make a Final Distribution to the Holders of the Down-MACRO Holding Shares being redeemed on such date; (iv) fourthother than fees, for reinvestment in Eligible Treasuries of an amount equal to the lesser of (x) the Down-MACRO Aggregate Par Amount on such Distribution Date (adjusted for any Paired Issuances and/or Paired Optional Redemptions that are being concurrently settled)expenses, and (y) all funds remaining after satisfying priorities first through third of this Section 5.2(atermination payments, indemnification payments, tax payments, collateral postings or other similar amounts); (vd) fourth, if the Final Maturity Date has occurred or an Event of Default has occurred and is continuing, to pay, on a pro rata basis based on the aggregate amounts owed to each such Person under this clause fourth, (i) to the Administrative Agent for distribution to each Lender on a pro rata basis based on outstanding principal amount, to pay the outstanding 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, for making the Down-MACRO Income Distribution Payment to the Up-MACRO Holding TrustBorrower Interest Reserve Account, if until the amount on 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 outstanding principal of the Advances of each Lender (including to the extent applicable, any Mandatory Prepayment Amounts payable in connection with a Permitted Release) in connection with any Optional Prepayment occurring on such a payment is 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 amounts paid in clause fourth above); (g) seventh, to pay all other Obligations of any Borrower owed to any Secured Party under the Income Distribution AgreementFacility 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 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 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 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 next Payment Date, to the extent applicable reserves then on deposit in the applicable Borrower Accounts are insufficient to pay such liabilities in full; and (vij) sixthtenth, (i) for distribution so long as no Event of Default has occurred and is continuing, the Quarterly Distribution remainder to be released to the Borrowers pursuant to a Permitted Release and (ii) if an Event of Default has occurred and is continuing, the remainder to remain on deposit in the Distribution Borrower 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 Account. All of the Down-MACRO Holding Shares who are listed on foregoing amounts due and payable 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 books and records account of the Depository as Beneficial Owners on the related Record Datesuch Lenders.

Priority of Payments. (a) Allocations on each Distribution Date. On each Distribution Payment Date, the Trustee, on behalf funds that have been deposited in the Collection Account during the immediately preceding Monthly Period shall be distributed by the Paying Agent pursuant to the monthly Servicer Report and Section 7 of the Down-MACRO Holding Trust, shall allocate the amounts on deposit Paying Agent Agreement in the Distribution Account, including amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(b), in accordance with following order of priority (the following priority “Priority of payments:Payments”): (i) firstto the Partnership for payment of any taxes, governmental fees or other amounts (such as late fees and documentation fees) that were not included in calculating the Contract Value of any Purchased Contract and which are due and payable under the Purchased Contract but that have not been paid by the related Obligor; (ii) to the Partnership, any unreimbursed Partnership Advances; (iii) to the Partnership, for deposit of forwarding to the Servicer, an amount equal to the DownServicing Fee and any out-MACRO Fee Deduction Amount into of-pocket Servicer expenses then due and payable and, if LEAF Financial is no longer the Fee Payment Account for application Servicer, then to the payment of Down-MACRO Expenses incurred during the preceding Calculation Period in accordance with Section 5.3 hereunder; (ii) second, the amount remaining in the Fee Payment Account after the payment of Down-MACRO Expenses, for the payment of the Down-MACRO Fees incurred during the preceding Calculation Period in accordance with Section 5.4 hereunder; (iii) third, if such Distribution Date is an Early Termination Date or the Final Scheduled Termination Date, to segregate all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply such funds (A) to make the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to make a Final Distribution to the Holders of the Down-MACRO Holding Shares being redeemed on such dateapplicable Successor Servicer; (iv) fourthon a pari passu basis, for reinvestment in Eligible Treasuries of (w) to the Back-up Servicer, an amount equal to any Transfer Expenses and One-Time Successor Servicer Fee then due and payable, (x) to the Back-up Servicer, an amount equal to the lesser of Back-up Servicing Fee and any reasonable attorneys’ fees then due and payable, and any out-of-pocket expenses due to the Back-up Servicer in accordance with the Transaction Documents, unless the Back-up Servicer is the Servicer; (y) to the Custodian, an amount equal to the Custodian Fee and any reasonable attorneys’ fees then due and payable, and any out-of-pocket expenses due to the Custodian in accordance with the Transaction Documents and (z) to the Paying Agent, an amount equal to the Paying Agent Fee and any reasonable attorneys’ fees then due and payable, and any out-of-pocket expenses due to the Paying Agent in accordance with the Transaction Documents; provided that the aggregate amount distributed under clauses (x), (y) and (z) for out-of-pocket expenses on each Payment Date shall not exceed (a) $10,000 for each of the Down-MACRO Aggregate Par Amount on such Distribution Date twelve (adjusted 12) Payment Dates immediately following the Closing Date, (b) $8,000 for any Paired Issuances and/or Paired Optional Redemptions that are being concurrently settledeach of the twelve (12) Payment Dates beginning immediately after the period referenced in clause (a), and (yc) all funds remaining $6,000 for each Payment Date after satisfying priorities first through third of this Section 5.2(athe period referenced in clause (b); (v) fifth, for making the Down-MACRO Income Distribution Payment to the Up-MACRO Holding Trustcounterpart(y)(ies) of any Hedging Agreement, if such a payment is the aggregate amount due under any such Hedging Agreement as of such date (including any breakage fees), excluding any termination payment resulting from the Income Distribution Agreementdefault of such counterpart(y)(ies); (vi) on a pari passu basis as follows: (1) to the Support Institution, an amount equal to the Liquidity Fee then due and payable to the Support Institution; and (2) to the Facility Agent, an amount equal to the Facility Agent Fee then due and payable to the Facility Agent; and (3) to the Facility Agent, an amount equal to the Program Fee then due and payable to the Facility Agent; and (4) for application pursuant to Section 2.07 hereof, an amount equal to the aggregate amount of all interest then due and payable on the Advances for the immediately preceding Accrual Period and, to the extent not previously paid, for all prior Accrual Periods (including interest on such unpaid amounts at the applicable interest rate for the Advances during the Accrual Period(s) such amounts were overdue (assuming the oldest are paid first)); (vii) on a pari passu basis, to the Custodian, the Back-up Servicer, and the Paying Agent, all out-of-pocket expenses not paid pursuant to the foregoing clause (iv); (viii) to the Facility Agent, for application pursuant to Section 2.07 hereof, a principal payment on the Advances in an amount equal to the excess of (i) the aggregate principal amount of all outstanding Advances as of the end of the related Accrual Period over (ii) the Borrowing Base as of the end of the related Accrual Period; (ix) to the Partnership, so long as no Event of Default has occurred and is continuing, the amount then required to be paid by the Partnership (pursuant to its partnership agreement) to the Equity Investors; (x) to the Cash Reserve Account, the amount necessary for the value of all Reserve Account Property on deposit therein to be equal to the Required Cash Reserve; (xi) to the Servicer, the Paying Agent, the Custodian, the Back-up Servicer and the Lenders, all other amounts due and payable thereto by Borrower under the Transaction Documents, including, without limitation, all Lender Expenses; (xii) to the entities then entitled thereto, all documented Transaction Expenses, to the extent not previously paid by the Servicer or the Partnership; (xiii) to the counterpart(y)(ies) of any Hedging Agreement, the aggregate amount of any termination payment resulting from the default of such counterpart(y)(ies) under any such Hedging Agreement as of such date (including any breakage fees); (xiv) if the aggregate principal amount of all outstanding Advances is then less than 10% of the Advances on the first Purchase Date, then any balance to the Facility Agent for application pursuant to Section 2.07 hereof, until the aggregate principal amount of all outstanding Advances is zero; and (xv) any balance to the Borrower or its designee; provided, however, that any amounts representing payaheads (rather than prepayments) on scheduled payments owed on Purchased Contracts shall remain on deposit in the Collection Account for application on the next Payment Date. (b) Notwithstanding anything herein to the contrary: (i) if an Event of Default shall have occurred, all amounts in the Collection Account and the Cash Reserve Account remaining after the distributions set forth in clauses (a)(i) – (vi) sixthabove shall be distributed to the Facility Agent, for distribution application pursuant to Section 2.07 hereof, as additional principal to be applied to the Quarterly Distribution Advances (and Breakage Costs thereon) until fully repaid; provided, that such application shall be made on the Distribution Payment Date date that follows such Distribution Date the Facility Agent determines in the exercise of its reasonable judgment shall minimize Breakage Costs; and (ii) all funds that are remaining after satisfying priorities first through fifth of this amounts deposited into the Collection Account in accordance with either Section 5.2(a2.03(b) to those Holders of the Down-MACRO Holding Shares who are listed Purchase and Contribution Agreement or 2.05(b)(i) of the Purchase and Contribution Agreement, as applicable, shall be immediately distributed to the Facility Agent, for application pursuant to Section 2.07 hereof, and applied to reduce the aggregate principal amount of all outstanding Advances then outstanding (and Breakage Costs thereon) without any further application with respect to the Priority of Payments; provided, that such application shall be made on the books and records date that the Facility Agent determines in the exercise of the Depository as Beneficial Owners on the related Record Dateits reasonable judgment shall minimize Breakage Costs.

Priority of Payments. (a) Allocations on each Distribution Date. On each Distribution Date, the Trustee, on behalf of the DownUp-MACRO Holding Trust, shall allocate the amounts on deposit in the Distribution Account, including without limitation amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(b), in accordance with the following priority of payments: (i) first, for deposit of an amount equal to the DownUp-MACRO Fee Deduction Amount into the Fee Payment Account for application to the payment of DownUp-MACRO Expenses incurred during the preceding Calculation Period in accordance with Section 5.3 hereunder; (ii) second, the amount remaining in the Fee Payment Account after the payment of DownUp-MACRO Expenses, for the payment of the DownUp-MACRO Fees incurred during the preceding Calculation Period in accordance with Section 5.4 hereunder; (iii) third, if such Distribution Date is an Early Termination Date or Date, the Final Scheduled Termination DateDate or a Redemption Order Date for all or a portion of the Up-MACRO Holding Shares, to segregate funds in an amount equal to the product of (A) all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply (B) the applicable Up-MACRO Redemption Percentage, for application of such funds (A) to make the DownUp-MACRO Settlement Payment to the UpDown-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to make a Final Distribution to the Holders of the DownUp-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 DownUp-MACRO Aggregate Par Amount on such Distribution Date (adjusted for any Paired Issuances and/or Paired Optional Redemptions that are after deducting an amount equal to the Aggregate Par Amount of the Up-MACRO Holding Shares being concurrently settledredeemed 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 DownUp-MACRO Income Distribution Payment to the UpDown-MACRO Holding Trust, if such a payment is due under the Income Distribution Agreement; and (vi) sixth, for distribution as the Quarterly Distribution on the 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 DownUp-MACRO Holding Shares who are listed on the books and records of the Depository as Beneficial Owners on the related Record Date.

Priority of Payments. On (ax) Allocations 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. On each "), 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, the Trustee, on behalf of the Down-MACRO Holding Trust, shall allocate the amounts on deposit in the Distribution Account, including amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(b), 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:Payments"): (a) to pay (i) first, for deposit of an amount equal amounts due or payable to the DownCollateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Credit Documents (including fees, out-MACRO Fee Deduction Amount into 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 Fee 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 Account for application to Date occurring in the payment of Down-MACRO Expenses incurred same Calculation Period); provided, that, if any such amount under this subclause (i) is not utilized during the preceding any Calculation Period in accordance with Section 5.3 hereunder; 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 amount remaining in commitment fee payable to the Fee Payment Account after the payment of Down-MACRO ExpensesLenders, but, for the payment avoidance of doubt, including fees payable to the DownAdministrative Agent) and out-MACRO Fees incurred during 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 preceding 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 in accordance with Section 5.4 hereunder; Period) and (iii) third, if such 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 is an Early Termination (in the case of any Additional Distribution Date or the Final Scheduled Termination Maturity Date, after giving effect to segregate all funds remaining after satisfying priorities first and second payments of this Section 5.2(a) and apply such funds (A) to make amounts on any other Additional Distribution Date or Interest Payment Date occurring in the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust same Calculation Period); provided, that, if any such payment amount under this subclause (iii) is owed under the Settlement Contracts being settled on not utilized during any Calculation Period then such date and then (B) to make a Final Distribution to the Holders unutilized amount may be applied during any of the Down-MACRO Holding Shares being redeemed on such datethree succeeding Calculation Periods; (ivb) fourth, for reinvestment to pay accrued and unpaid interest due in Eligible Treasuries respect of an amount equal the Advances and any increased costs and accrued and unpaid commitment fees payable to the lesser of Lenders (x) the Down-MACRO Aggregate Par Amount pro rata based 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(aamounts due); (vc) fifthto 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, 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 applicable premium in the event of a contemporaneous commitment reduction for making which such a premium is payable pursuant to Section 4.07(a)) and (ii) on the DownMaturity Date and any Additional Distribution Date, principal 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-MACRO Income Distribution Payment USD Currency Accounts with Unfunded Exposure Allocated Amounts, as applicable, up to the Up-MACRO Holding TrustUnfunded Exposure Amount; (g) to pay all amounts set forth in clause (a) above (in the same order of priority specified therein) not paid due to the limitation set forth therein; (h) to make any Permitted Distributions and Permitted RIC Distributions directed pursuant to this Agreement and not made pursuant to clause (c) above; (i) on the Maturity Date or if any Event of Default has occurred and is continuing, if to pay any other Secured Obligations outstanding at such a payment is due under the Income Distribution Agreementtime; and (vij) sixth(i) on any Interest Payment Date, for distribution to deposit any remaining amounts in the USD Principal Collection Account or the applicable Permitted Non-USD Currency Account as Principal Proceeds (which, during the Quarterly Distribution Reinvestment Period, may be applied to the 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 Interest Proceeds, to the Company (or its designee) and (iii) on the Maturity Date and any Additional Distribution Payment Date that follows such Distribution Date all funds that are Date, any remaining after satisfying priorities first through fifth of this Section 5.2(a) amounts to those Holders of the Down-MACRO Holding Shares who are listed on the books and records of the Depository as Beneficial Owners on the related Record DateCompany (or its designee).

Priority of Payments. On (ax) Allocations 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. On each Distribution Date"), the Trustee, on behalf of the Down-MACRO Holding Trust, Collateral Agent shall allocate the amounts on deposit in the Distribution Account, including amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(b)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:Payments"): (a) to pay (i) first, for deposit of an amount equal amounts due or payable to the DownCollateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Credit Documents (including fees, out-MACRO Fee Deduction Amount into 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 Fee 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 Account for application to Date occurring in the payment of Down-MACRO Expenses incurred same Calculation Period); provided, that, if any such amount under this subclause (i) is not utilized during the preceding any Calculation Period in accordance with Section 5.3 hereunder; 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 amount remaining in commitment fee payable to the Fee Payment Account after the payment of Down-MACRO ExpensesLenders, but, for the payment avoidance of doubt, including fees payable to the DownAdministrative Agent) and out-MACRO Fees incurred during 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 preceding 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 in accordance with Section 5.4 hereunder; Period) and (iii) third, if such 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 is an Early Termination (in the case of any Additional Distribution Date or the Final Scheduled Termination Maturity Date, after giving effect to segregate all funds remaining after satisfying priorities first and second payments of this Section 5.2(a) and apply such funds (A) to make amounts on any other Additional Distribution Date or Interest Payment Date occurring in the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust same Calculation Period); provided, that, if any such payment amount under this subclause (iii) is owed under the Settlement Contracts being settled on not utilized during any Calculation Period then such date and then (B) to make a Final Distribution to the Holders unutilized amount may be applied during any of the Down-MACRO Holding Shares being redeemed on such datethree succeeding Calculation Periods; (ivb) fourthto pay accrued and unpaid interest due in respect of the Advances, for reinvestment in Eligible Treasuries of an amount equal any accrued and unpaid Administrative Agent Fee and any increased costs and accrued and unpaid commitment fees payable to the lesser of Lenders (x) the Down-MACRO Aggregate Par Amount pro rata based 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(aamounts due); (vc) fifthto 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, 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 applicable premium in the event of a contemporaneous commitment reduction for making which such a premium is payable pursuant to Section 4.07(a)) and (ii) on the DownMaturity Date and any Additional Distribution Date, principal 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-MACRO Income Distribution Payment USD Currency Accounts with Unfunded Exposure Allocated Amounts, as applicable, up to the Up-MACRO Holding TrustUnfunded Exposure Amount; (g) to pay all amounts set forth in clause (a) above (in the same order of priority specified therein) not paid due to the limitation set forth therein; (h) to make any Permitted Distributions and Permitted RIC Distributions directed pursuant to this Agreement and not made pursuant to clause (c) above; (i) on the Maturity Date or if any Event of Default has occurred and is continuing, if to pay any other Secured Obligations outstanding at such a payment is due under the Income Distribution Agreementtime; and (vij) sixth(i) on any Interest Payment Date, for distribution to deposit any remaining amounts in the USD Principal Collection Account or the applicable Permitted Non-USD Currency Account as Principal Proceeds (which, during the Quarterly Distribution Reinvestment Period, may be applied to the 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 Interest Proceeds, to the Company (or its designee) and (iii) on the Maturity Date and any Additional Distribution Payment Date that follows such Distribution Date all funds that are Date, any remaining after satisfying priorities first through fifth of this Section 5.2(a) amounts to those Holders of the Down-MACRO Holding Shares who are listed on the books and records of the Depository as Beneficial Owners on the related Record DateCompany (or its designee).

Priority of Payments. On (ax) Allocations 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. On each Distribution Date”), the Trustee, on behalf of the Down-MACRO Holding Trust, Collateral Agent shall allocate the amounts on deposit in the Distribution Account, including amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(b)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:Payments”): (a) to pay (i) first, for deposit of an amount equal amounts due or payable to the DownCollateral Agent, the Collateral Administrator and the Securities Intermediary hereunder and under the other Credit Documents (including fees, out-MACRO Fee Deduction Amount into 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 Fee 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 Account for application to Date occurring in the payment of Down-MACRO Expenses incurred same Calculation Period); provided, that, if any such amount under this subclause (i) is not utilized during the preceding any Calculation Period in accordance with Section 5.3 hereunder; 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 amount remaining in commitment fee payable to the Fee Payment Account after the payment of Down-MACRO ExpensesLenders, but, for the payment avoidance of doubt, including fees payable to the DownAdministrative Agent) and out-MACRO Fees incurred during 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 preceding 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 in accordance with Section 5.4 hereunder; Period) and (iii) third, if such 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 is an Early Termination (in the case of any Additional Distribution Date or the Final Scheduled Termination Maturity Date, after giving effect to segregate all funds remaining after satisfying priorities first and second payments of this Section 5.2(a) and apply such funds (A) to make amounts on any other Additional Distribution Date or Interest Payment Date occurring in the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust same Calculation Period); provided, that, if any such payment amount under this subclause (iii) is owed under the Settlement Contracts being settled on not utilized during any Calculation Period then such date and then (B) to make a Final Distribution to the Holders unutilized amount may be applied during any of the Down-MACRO Holding Shares being redeemed on such datethree succeeding Calculation Periods; (ivb) fourthto pay accrued and unpaid interest due in respect of the Advances, for reinvestment in Eligible Treasuries of an amount equal any accrued and unpaid Administrative Agent Fee and any increased costs and accrued and unpaid commitment fees payable to the lesser of Lenders (x) the Down-MACRO Aggregate Par Amount pro rata based 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(aamounts due); (vc) fifthto 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, 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 applicable premium in the event of a contemporaneous commitment reduction for making which such a premium is payable pursuant to Section 4.07(a)) and (ii) on the Down-MACRO Income Maturity Date and any Additional Distribution Payment Date, principal of the Advances until the Advances are paid in full; (f) [reserved]; (g) to pay all amounts set forth in clause (a) above (in the same order of priority specified therein) not paid due to the Up-MACRO Holding Trustlimitation set forth therein; (h) to make any Permitted Distributions and Permitted RIC Distributions directed pursuant to this Agreement and not made pursuant to clause (c) above; (i) on the Maturity Date or if any Event of Default has occurred and is continuing, if to pay any other Secured Obligations outstanding at such a payment is due under the Income Distribution Agreementtime; and (vij) sixth(i) on any Interest Payment Date, for distribution to deposit any remaining amounts in the USD Principal Collection Account or the applicable Permitted Non-USD Currency Account as Principal Proceeds (which, during the Quarterly Distribution Reinvestment Period, may be applied to the 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 Interest Proceeds, to the Company (or its designee) and (iii) on the Maturity Date and any Additional Distribution Payment Date that follows such Distribution Date all funds that are Date, any remaining after satisfying priorities first through fifth of this Section 5.2(a) amounts to those Holders of the Down-MACRO Holding Shares who are listed on the books and records of the Depository as Beneficial Owners on the related Record DateCompany (or its designee).

Priority of Payments. (a) Allocations Application of Collections on each Distribution DateWeekly Transfer Dates or Monthly Transfer Dates, as applicable. On each Distribution Transfer Date, the Trustee, on behalf of the Down-MACRO Holding Trust, shall allocate the amounts funds on deposit in the Distribution Account, including amounts deposited therein Payment Controlled Account shall be allocated by Borrower pursuant to Section 5.5(b) and Section 5.6(b), in accordance with the following priority priorities, as set forth in the applicable Transfer Certificate (the “Priority of payments:Payments”): (i) first, on each Weekly Transfer Date to the Administrative Agent for deposit 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 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 amount equal to the Down-MACRO Fee Deduction Amount into the Fee Payment Account for application to the payment Event of Down-MACRO Expenses incurred during the preceding Calculation Period in accordance with Section 5.3 hereunderDefault); (ii) second, on each Weekly Transfer Date, to the amount remaining in the Fee Payment Account after the payment of Down-MACRO Expenses, 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 Down-MACRO Fees Borrower’s indemnification obligations, (b) the Borrower’s insurance obligations in respect of directors’ and officers’ or (b) fees (including legal fees) incurred during the preceding Calculation Period in accordance connection with Section 5.4 any Borrower Default or Event of Default hereunder;. (iii) third, if such Distribution Date is an Early Termination Date or the Final Scheduled Termination on each Weekly Transfer Date, to segregate all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply such funds pro rata (A) to make the Down-MACRO Settlement Payment Manager, the Management Fee with respect to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date preceding Weekly Collection Period and then (B) to make a Final Distribution the Servicer, the Weekly Servicing Fee with respect to the Holders of the Down-MACRO Holding Shares being redeemed on such datepreceding Weekly Collection Period; (iv) fourth, for reinvestment in Eligible Treasuries of an amount equal on each Weekly Transfer Date, (A) first, to the lesser Reserve Controlled Account until the amount on deposit therein equals the Accrued Monthly Interest Amount as of (x) the Down-MACRO Aggregate Par Amount on such Distribution Date (adjusted for any Paired Issuances and/or Paired Optional Redemptions that are being concurrently settled)immediately succeeding Monthly Transfer Date, and (yB) all funds remaining after satisfying priorities first through third second, to the Reserve Controlled Account until the amount on deposit therein equals the Monthly Amortization Amount as of this Section 5.2(a)the immediately succeeding Monthly Transfer Date; (v) fifth, for making the Down-MACRO Income Distribution Payment on each Monthly Transfer Date, to the Up-MACRO Holding Trustextent 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, if (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 a payment is due under the Income Distribution Agreement; andcertificate; (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, to the Quarterly Distribution Retention Controlled Account until the amount on deposit therein equals the Distribution Payment Required Retention Amount as of 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 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 Borrower Operating Expenses not paid pursuant to clause (ii) above; (x) tenth, on each Weekly Transfer Date that follows such Distribution Date all funds that are remaining after satisfying priorities first through fifth occurs on or prior to September 30, 2025 so long as no Rapid Amortization Event has occurred (other than solely as a result of this Section 5.2(a) a failure by the Borrower to those Holders maintain the Leverage Ratio Requirement), to the Servicer on behalf of the Down-MACRO Holding Shares who are listed 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 Rapid Amortization Period resulting from the books and records 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 Depository Term Loans until the aggregate principal amount of Term Loans, pro rata, has been reduced to zero and (B) second, to the Paying Agent for distribution to each Preferred Member in respect of its Unreturned Preferred Amount as Beneficial Owners on set forth in Section 23 of the related Record DateDBS 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 repayment of principal amount of the Term Loans 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 Common Member as set forth in Section 23 of the DBS Subscriber Sub A&R LLC Agreement.

Priority of Payments. (a) Allocations on Before each Distribution Date, the Paying Agent shall disburse amounts transferred to the Distribution Account from the Collection Account pursuant to Section 3.2 for application by the Paying Agent in accordance with the priorities set forth in Section 5.1(b) below (the “Priority of Payments”) and pursuant to the Distribution Date instructions contained in the Distribution Date Reports delivered pursuant to Section 11.3. Notwithstanding any provisions in this Agreement to the contrary, however, the Paying Agent shall take disbursement instructions from the Initial Member with respect to the distributions payable to the Private Owner pursuant to Section 5.1(b)(xi) below upon the delivery of written notice from the Initial Member to the Paying Agent providing that such distributions instead should be paid to the Initial Member pursuant to the terms of the LLC Operating Agreement. Absent delivery of such written notice, the Paying Agent shall pay in accordance with Section 5.1(b)(vii) below. (b) On each Distribution Date, the Trustee, on behalf of the Down-MACRO Holding Trust, shall allocate the amounts on deposit all funds in the Distribution Account, including amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(b), Account will be distributed in accordance with the following order of priority except as otherwise provided in Section 5.2 of paymentsthe Reimbursement, Security and Guaranty Agreement: (i) first, for deposit to pay the fees and expenses of an amount equal the Custodian and Paying Agent, including any indemnification payments owing to the Down-MACRO Fee Deduction Amount into the Fee Payment Account for application Custodian and Paying Agent pursuant to the payment of Down-MACRO Expenses incurred during the preceding Calculation Period Section 13.1, in accordance with Section 5.3 hereunderthe terms of this Agreement; (ii) second, to pay the amount remaining in Verification Contractor Amounts payable to the Fee Payment Account after the payment of Down-MACRO Expenses, for the payment of the Down-MACRO Fees incurred during the preceding Calculation Period in accordance with Section 5.4 hereunderVerification Contractor and any indemnification payments pursuant to Advance Facility Documents; (iii) third, if such Distribution Date is an Early Termination Date or the Final Scheduled Termination Date, to segregate all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply such funds (A) for each Due Period during the Interim Servicing Period, with respect to make each Group of Assets, to pay to (1) the Down-MACRO Settlement Payment to Initial Member the Up-MACRO Holding Trust if Interim Servicing Fee, together with any such payment is owed under unpaid portion of the Settlement Contracts being settled on such date Interim Servicing Fee for any prior Due Period, and then (2) the Manager the Interim Management Fee, together with any unpaid portion of the Interim Management Fee for any prior Due Period, and (B) for each Due Period following the Interim Servicing Period, with respect to make a Final Distribution such Group of Assets, to pay to the Holders Manager an amount equal to the Management Fee, together with any unpaid portion of the Down-MACRO Holding Shares being redeemed on such dateManagement Fee for any prior Due Period; (iv) fourth, for reinvestment in Eligible Treasuries to repay any Excess Working Capital Advances made by the Manager pursuant to Section 5.5 of an amount equal to the lesser of (x) the Down-MACRO Aggregate Par Amount on such Distribution Date (adjusted for any Paired Issuances and/or Paired Optional Redemptions that are being concurrently settled), LLC Operating Agreement and (y) all funds remaining after satisfying priorities first through third of this Section 5.2(a)3.7 above; (v) fifth, for making the Down-MACRO Income Distribution Payment prior to the Up-MACRO Holding TrustPurchase Money Notes Defeasance Date and subject to the provisions of Section 3.6 above, if such a payment all of the remaining amount shall be utilized to replenish the Working Capital Reserve until the amount of funds held in the Working Capital Reserve Account is due under equal to the Income Distribution Agreement; andWorking Capital Reserve Target; (vi) sixth, to pay the aggregate outstanding balance of all outstanding Protective Advances pursuant to the Advance Facility Documents until all outstanding Protective Advances have been repaid in full and satisfied; (vii) seventh, to pay the aggregate amount of interest accrued through and including the Determination Date for the applicable Due Period and unpaid pursuant to the Advance Facility Documents to the Advance Lender; (viii) eighth, to pay the aggregate outstanding balance, including any capitalized interest, of all outstanding Advance Loans (excluding any Protective Advances), and unpaid interest, fees and expenses pursuant to the Advance Facility Documents until all outstanding Advance Loans (excluding any Protective Advances) have been repaid in full and satisfied; (ix) ninth, to pay any reimbursement amounts, together with any accrued interest thereon, due and payable as of the Determination Date for the applicable Due Period to the Purchase Money Notes Guarantor pursuant to the Reimbursement, Security and Guaranty Agreement for previous payments made by it pursuant to any Purchase Money Notes Guaranty; (x) tenth, an amount equal to the Defeasance Account Required Deposit Amount shall be deposited into the Defeasance Account; and (xi) finally, all remaining amounts shall be distributed to the Initial Member and the Private Owner in accordance with Section 6.6 of the LLC Operating Agreement; provided, however, in no event shall any distribution as the Quarterly Distribution on from the Distribution Payment Date that follows such Distribution Date Account be made to the Initial Member and the Private Owner at any time (A) prior to the repayment in full of all funds that are remaining after satisfying priorities first through fifth payments due under the Advance Facility and the termination of the Advance Facility and (B) until the amounts on deposit in the Initial Member Development Funding Account have been fully utilized or otherwise released to the Initial Member and reduced to zero pursuant to Section 3.4 of this Agreement and Section 5.2(a) to those Holders 12.12 of the Down-MACRO Holding Shares who are listed on LLC Operating Agreement. Until the books events as described in clauses (A) and records (B) have occurred and/or satisfied, all distributions that would be otherwise distributable to the Initial Member and the Private Owner pursuant to this subsection from the Distribution Account shall instead be deposited into the Collection Account. (c) Any Repurchase Price proceeds shall be paid as follows: The amount of the Depository Purchase Money Note Asset Value shall be deposited in the Defeasance Account as Beneficial Owners on provided in Section 5.1(b)(x) above and the related Record Dateamount of the Equity Asset Value shall be paid to the Initial Member and the Private Owner in accordance with Section 6.6 of the LLC Operating Agreement as provided in Section 5.1(b)(xi) above.

Priority of Payments. On each Business Day, the Trustee, based on the Daily Servicer Report, shall distribute funds on deposit in the Collection Account to the Persons and in the order of priority set forth in clause (ai) Allocations on each Distribution Datebelow. On each Distribution Settlement Date, the Trustee, based on behalf of the Down-MACRO Holding TrustMonthly Servicer Report, shall allocate distribute funds from the amounts on deposit Collection Account in the Distribution Account, including amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(b), in accordance with the following priority of payments: (i) first, for deposit of an amount equal to the Down-MACRO Fee Deduction Available Distribution Amount into the Fee Payment Account for application to the payment Persons and in the order of Down-MACRO Expenses incurred during the preceding Calculation Period priority set forth in accordance with Section 5.3 hereunder; clauses (ii) secondand (iii): (i) On each Business Day prior to the occurrence of an Early Amortization Event or an Event of Default, the amount remaining Trustee will make the following allocations with respect to amounts then on deposit in the Fee Payment Collection Account after in the payment following order of Down-MACRO Expenses, for the payment of the Down-MACRO Fees incurred during the preceding Calculation Period in accordance with Section 5.4 hereunder;priority: (iii1) third, if such Distribution Date is an Early Termination Date or To set aside in the Final Scheduled Termination Date, to segregate all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply such funds (A) to make the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to make a Final Distribution to the Holders of the Down-MACRO Holding Shares being redeemed on such date; (iv) fourth, for reinvestment in Eligible Treasuries of Collection Account an amount equal to the lesser of Accrued Facility Costs for further transfer on the next Settlement Date; (x2) To the Down-MACRO Aggregate Par Amount Spread Maintenance Account, until the amount (after giving effect to all distributions to be made on such Settlement Date) equals the Spread Maintenance Reserve Required Amount; (3) To the Settlement Account for each Series of Warehouse Notes specified by the Servicer in reduction of the principal amount outstanding thereunder in such amounts as specified by the Servicer; and (4) To the applicable Seller, an amount equal to the unpaid purchase price payable to the Seller under the Purchase Agreement; (5) Any remaining amounts shall be retained in the Collection Account for further distribution in accordance with this Section 5.4(c). (ii) On each Settlement Date, if neither an Early Amortization Event nor an Event of Default shall have occurred (or has been waived in accordance with the terms hereof), the Trustee will make the following payments from the Available Distribution Amount then on deposit in the Collection Account to the following Persons in the following order of priority: (1) To the Trustee, an amount equal to all Trustee Fees and Expenses then due and payable for all Series then Outstanding, plus any Trustee Fees and Expenses due but not paid on any prior Settlement 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(aup to $50,000 in the aggregate per year); (v2) fifth, for making To the Down-MACRO Income Distribution Payment Servicer an amount equal to the Up-MACRO Holding TrustServicing Fee for such Settlement Date (plus any Servicing Fee due but not paid to the Servicer on any prior Settlement Date); (3) To the Custodian, any fees and expenses then due and payable to the Custodian pursuant to the Custodian Agreement, plus any such fees and expenses due but not paid on any prior Settlement Date (up to $10,000 in the aggregate per year); (4) If a successor Servicer shall have been appointed, to such successor Servicer an amount in reimbursement of transition costs actually incurred by such successor Servicer (up to $50,000 in the aggregate); (5) To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all scheduled payments and interest thereon (but excluding termination payments thereunder) then due and payable under the related Interest Rate Hedge Agreement and the amount of any arrearages thereof, if any; (6) In payment of the following amounts on a pro rata basis: to each Settlement Account for each Series of Notes then Outstanding, an amount equal to the Interest Payments (including Premiums, if applicable) then due and payable for such Series; (7) To the Settlement Account for each Series of Notes then Outstanding, an amount equal to the Scheduled Principal Payment Amounts then due and payable for such Series; (8) First, to the Settlement Account for each Series of Warehouse Notes then Outstanding (until all Warehouse Notes are paid in full), an amount equal to the Supplemental Principal Payment Amount then due and payable for such Series, on a pro rata basis, and then to the Settlement Account for each other Series of Notes then Outstanding, an amount equal to the Supplemental Principal Payment Amount then due and payable for such Series, on a pro rata basis; provided that if a Borrowing Base Deficiency would exist after payment is of such amounts, then the Supplemental Principal Payment Amount (to the extent of cash available to actually make such payment) otherwise payable pursuant to this clause (10) shall be paid to the Settlement Account for each Series of Notes then Outstanding, in each case on a pro rata basis; (9) To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all remaining amounts then due and payable under the Income Distribution related Interest Rate Hedge Agreement (after giving effect to clause (7) above), if any; (10) To each Settlement Account for each Series of Notes then Outstanding, an amount equal to all other amounts then due and payable to the Noteholders of such Series including, without limitation, unpaid additional interest, fees, increased costs, taxes and indemnity payments identified in the related Series Supplement or the related Note Purchase Agreement; (11) To the Trustee, an amount equal to all Trustee Fees and Expenses then due and payable (after giving effect to clause (1) above); (12) To the Custodian, an amount equal to all custodian fees then due and payable (after giving effect to clause (3) above); (13) To the Servicer, an amount equal to all other amounts then due and payable to the Servicer (after giving effect to clauses (2) and (4) above); and (vi14) sixthTo the Issuer (or its designee), any remaining Available Distribution Amount. (iii) On each Settlement Date, if an Early Amortization Event or Event of Default shall have occurred with respect to any Series then Outstanding (and has not been waived in accordance with the terms hereof), the Trustee will make the following payments from the Available Distribution Amount then on deposit in the Trust Accounts to the following Persons in the following order of priority; (1) To the Trustee an amount equal to all Trustee Fees and Expenses then due and payable for distribution as all Series then Outstanding; (2) To the Quarterly Distribution Servicer an amount equal to the Servicing Fee for such Settlement Date (plus any Servicing Fee due but not paid to the Servicer on any prior Settlement Date); (3) To the Distribution Payment Custodian, any fees and expenses then due and payable pursuant to the Custodian Agreement, plus any such fees and expenses due but not paid on any prior Settlement Date that follows (up to $10,000 in the aggregate per year); (4) If a successor Servicer shall have been appointed, to such Distribution Date successor Servicer an amount in reimbursement of transition costs actually incurred by such successor Servicer (up to $50,000 in the aggregate); (5) To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all funds that are remaining after satisfying priorities first through fifth Interest Rate Hedge Agreements), all scheduled payments and interest thereon (but excluding termination payments thereunder) then due and payable under the related Interest Rate Hedge Agreement and the amount of this Section 5.2(aany arrearages thereof, if any; (6) to those Holders In payment of the Down-MACRO Holding Shares who are listed following amounts on a pro rata basis: to each Settlement Account for each Series of Notes then Outstanding, an amount equal to the books Interest Payments (including Premiums, if applicable) then due and records payable for such Series; (7) To each Settlement Account, the then unpaid principal balance of the Depository as Beneficial Owners related Notes, on a pro rata basis, until such amounts are paid in full; (8) To each Settlement Account for each Series then Outstanding on a pro rata basis (based on respective amounts then due), an amount equal to all other amounts payable to the Noteholders of such Series, including, without limitation, unpaid additional interest, fees, increased costs, taxes and indemnity payments identified in the related Record DateSeries Supplement or the related Note Purchase Agreement; (9) To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all remaining amounts then due and payable under the related Interest Rate Hedge Agreement (after giving effect to clause (5) above), if any; (10) To the Custodian, an amount equal to all custodian fees then due and payable (after giving effect to clause (3) above); (11) To the Servicer, an amount equal to all other amounts then due and payable to the Servicer (after giving effect to clauses (2) and (4) above); and (12) To the Issuer (or its designee), any remaining Available Distribution Amount.

Priority of Payments. (a) Allocations on Before each Distribution Date, the Paying Agent shall disburse amounts transferred to the Distribution Account from the Collection Account pursuant to Section 3.2 for application by the Paying Agent in accordance with the priorities set forth in Section 5.1(b) below (the “Priority of Payments”) and pursuant to the Distribution Date instructions contained in the Distribution Date Reports delivered pursuant to Section 11.3. Notwithstanding any provisions in this Agreement to the contrary, however, the Paying Agent shall take disbursement instructions from the Initial Member with respect to the distributions payable to the Private Owner pursuant to Section 5.1(b)(xi) below upon the delivery of written notice from the Initial Member to the Paying Agent providing that such distributions instead should be paid to the Initial Member pursuant to the terms of the LLC Operating Agreement. (b) On each Distribution Date, the Trustee, on behalf of the Down-MACRO Holding Trust, shall allocate the amounts on deposit all funds in the Distribution Account, including amounts deposited therein pursuant to Account as described in Section 5.5(b) and Section 5.6(b), 11.3 will be distributed in accordance with the following order of priority except as otherwise provided in Section 5.2 of paymentsthe Reimbursement, Security and Guaranty Agreement: (i) first, for deposit to pay the fees and expenses of an amount equal the Custodian and Paying Agent, including any indemnification payments owing to the Down-MACRO Fee Deduction Amount into the Fee Payment Account for application Custodian and Paying Agent pursuant to the payment of Down-MACRO Expenses incurred during the preceding Calculation Period Section 13.1, in accordance with Section 5.3 hereunderthe terms of this Agreement; (ii) second, to pay the amount remaining in Verification Contractor Amounts payable to the Fee Payment Account after the payment of Down-MACRO Expenses, for the payment of the Down-MACRO Fees incurred during the preceding Calculation Period in accordance with Section 5.4 hereunderVerification Contractor and any indemnification payments pursuant to Advance Facility Documents; (iii) third, if such Distribution Date is an Early Termination Date or the Final Scheduled Termination Date, to segregate all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply such funds (A) for each Due Period during the Interim Servicing Period, with respect to make each Group of Assets, to pay to (1) the Down-MACRO Settlement Payment to Initial Member the Up-MACRO Holding Trust if Interim Servicing Fee, together with any such payment is owed under unpaid portion of the Settlement Contracts being settled on such date Interim Servicing Fee for any prior Due Period, and then (2) the Manager the Interim Management Fee, together with any unpaid portion of the Interim Management Fee for any prior Due Period, and (B) for each Due Period following the Interim Servicing Period, with respect to make a Final Distribution such Group of Assets, to pay to the Holders Manager an amount equal to the Management Fee, together with any unpaid portion of the Down-MACRO Holding Shares being redeemed on such dateManagement Fee for any prior Due Period; (iv) fourth, for reinvestment in Eligible Treasuries to repay any Excess Working Capital Advances made by the Manager pursuant to Section 5.5 of an amount equal to the lesser of (x) the Down-MACRO Aggregate Par Amount on such Distribution Date (adjusted for any Paired Issuances and/or Paired Optional Redemptions that are being concurrently settled), LLC Operating Agreement and (y) all funds remaining after satisfying priorities first through third of this Section 5.2(a)3.7 above; (v) fifth, for making the Down-MACRO Income Distribution Payment subject to the Up-MACRO Holding Trustprovisions of Section 3.6 above, if such a payment all of the remaining amount shall be utilized to replenish the Working Capital Reserve until the amount of funds held in the Working Capital Reserve Account is due under equal to the Income Distribution Agreement; andWorking Capital Reserve Target; (vi) sixth, to pay the aggregate outstanding balance of all outstanding Protective Advances pursuant to the Advance Facility Documents until all outstanding Protective Advances have been repaid in full and satisfied; (vii) seventh, to pay the aggregate amount of interest accrued through and including the Determination Date for the applicable Due Period and unpaid pursuant to the Advance Facility Documents to the Advance Lender; (viii) eighth, to pay the aggregate outstanding balance, including any capitalized interest, of all outstanding Advance Loans (excluding any Protective Advances), and unpaid interest, fees and expenses pursuant to the Advance Facility Documents until all outstanding Advance Loans (excluding any Protective Advances) have been repaid in full and satisfied; (ix) ninth, to pay any reimbursement amounts, together with any accrued interest thereon, due and payable as of the Determination Date for the applicable Due Period to the Purchase Money Notes Guarantor pursuant to the Reimbursement, Security and Guaranty Agreement for previous payments made by it pursuant to any Purchase Money Notes Guaranty; (x) tenth, an amount equal to the Defeasance Account Required Deposit Amount shall be deposited into the Defeasance Account; and (xi) finally, all remaining amounts shall be distributed to the Initial Member and the Private Owner in accordance with Section 6.6 of the LLC Operating Agreement; provided, however, in no event shall any distribution as the Quarterly Distribution on from the Distribution Payment Date that follows such Distribution Date Account be made to the Initial Member and the Private Owner at any time (A) prior to the repayment in full of all funds that are remaining after satisfying priorities first through fifth payments due under the Advance Facility and the termination of the Advance Facility and (B) until the amounts on deposit in the Initial Member Development Funding Account have been fully utilized or otherwise released to the Initial Member and reduced to zero pursuant to Section 3.4 of this Agreement and Section 5.2(a) to those Holders 12.12 of the Down-MACRO Holding Shares who are listed on LLC Operating Agreement. Until the books events as described in clauses (A) and records (B) have occurred and/or satisfied, all distributions that would be otherwise distributable to the Initial Member and the Private Owner pursuant to this subsection from the Distribution Account shall instead be deposited into the Collection Account. (c) Any Repurchase Price proceeds shall be paid as follows: The amount of the Depository Purchase Money Note Asset Value shall be deposited in the Defeasance Account as Beneficial Owners on provided in Section 5.1(b)(x) above and the related Record Dateamount of the Equity Asset Value shall be paid to the Initial Member and the Private Owner in accordance with Section 6.6 of the LLC Operating Agreement as provided in Section 5.1(b)(xi) above.

Priority of Payments. (a) Allocations Notwithstanding any other provision in this Agreement, on or before each Distribution Date. , the Paying Agent shall distribute amounts transferred to the Distribution Account from the Collection Account pursuant to Section 3.2 for application by the Paying Agent in accordance with the priorities set forth in Sections 5.1(b) and (c) below (the “Priority of Payments”) and pursuant to the Distribution Date instructions contained in the Distribution Date Reports delivered pursuant to Section 11.3. (b) On each Distribution Date, the Trustee, on behalf of the Down-MACRO Holding Trust, Paying Agent shall allocate the amounts on deposit distribute all Interest Proceeds in the Distribution Account, including amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(b), Account in accordance with the following priority order of paymentspriority: (i) first, for deposit to pay, the fees and expenses of an amount equal the Custodian and Paying Agent, including any indemnification payments owing to the Down-MACRO Fee Deduction Amount into the Fee Payment Account for application Custodian and Paying Agent pursuant to the payment of Down-MACRO Expenses incurred during the preceding Calculation Period Section 13.1, in accordance with Section 5.3 hereunderthe terms of this Agreement; (ii) second, to reimburse the amount remaining in the Fee Payment Account after the payment of Down-MACRO Expenses, Manager for the payment of the Down-MACRO Fees incurred during the preceding Calculation Period in accordance with Section 5.4 hereunderany Excess Liquidity Advances; (iii) third, if such Distribution Date is an Early Termination Date or the Final Scheduled Termination Date, to segregate all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply such funds (A) for each Due Period during the Interim Servicing Period, with respect to make each Mortgage Loan for which the Down-MACRO Settlement Payment Initial Member provides interim servicing, to pay to (1) the Initial Member the Interim Servicing Fee, and (2) the Manager, an amount equal to the Up-MACRO Holding Trust if any such payment is owed under Management Fee less the Settlement Contracts being settled on such date Interim Servicing Fee (the “Interim Management Fee”), and then (B) for each Due Period following the Interim Servicing Period, with respect to make a Final Distribution each Mortgage Loan, to pay to the Holders of Manager an amount equal to the Down-MACRO Holding Shares being redeemed on such dateManagement Fee; (iv) fourth, for reinvestment in Eligible Treasuries of an amount equal to pay to the lesser Purchase Money Note Guarantor the full amount of (x) the Down-MACRO Aggregate Par Amount on such Distribution Date (adjusted for Purchase Money Note Guaranty Fee together with any Paired Issuances and/or Paired Optional Redemptions that are being concurrently settled), accrued interest thereon then due and (y) all funds remaining after satisfying priorities first through third of this Section 5.2(a)payable; (v) fifth, to pay any reimbursement amounts, together with any accrued interest thereon at the Purchase Money Note Interest Rate, due and payable as of the Determination Date for making the Down-MACRO Income Distribution Payment applicable Due Period to the Up-MACRO Holding Trust, if such a payment is due Purchase Money Note Guarantor pursuant to the Reimbursement and Security Agreement for previous payments made by it under the Income Distribution Agreement; andPurchase Money Note Guaranty; (vi) sixth, to pay the aggregate amount of interest accrued through and including the Determination Date for distribution as the Quarterly Distribution applicable Due Period and unpaid on the Distribution Payment Date that follows such Distribution Date all funds that are remaining after satisfying priorities first through fifth Purchase Money Note; (vii) seventh, to fund the Liquidity Account established by the Company as and to the extent permitted by Section 3.7 of this Section 5.2(aAgreement; and (viii) eighth, any amount remaining to those Holders the Initial Member and the Private Owner, pro rata based on their respective Percentage Interests. (c) On each Distribution Date, the Paying Agent will distribute all Principal Proceeds in the Distribution Account in the following order of priority: (i) first, if there are any outstanding amounts due and payable under items (b)(i) through (vii) above, then to such items in the Down-MACRO Holding Shares who are listed order of priority set forth therein; the Collateral Agent a certificate, substantially in the form annexed hereto as Exhibit E, to the effect that the Custodian has received and reviewed the Custodial Documents and including a Mortgage Loan Schedule and Exception List (“Collateral Certificate”). In reviewing the documents provided with respect to a Mortgage Loan, the Custodian shall examine the same in accordance with the procedures set forth on Exhibit F hereto and determine, with respect to each such document, whether it (i) appears regular on its face (i.e., is not mutilated, damaged, torn, defaced or otherwise physically altered), (ii) relates to such Mortgage Loan, (iii) has been executed by the books named parties thereon, (iv) where applicable, purports to be recorded, and records of the Depository as Beneficial Owners on the related Record Date(v) appears to be what it purports to be.

Priority of Payments. (a) Allocations on each Distribution Date. On each Distribution Payment Date, the Trustee, Servicer on behalf of the Down-MACRO Holding TrustBorrower shall direct the Paying Agent to pay to the following Persons, shall allocate from the amounts on deposit in the Distribution Collection Account, to the extent of (i) available funds received with respect to the related Collection Period, (including any amounts deposited therein transferred on such Payment Date from the Interest Reserve Account pursuant to Section 5.5(b7.4(g)(iii)), and (ii) Servicer Advances, if any, with respect to such Collection Period or the related Payment Date (the sum of such amounts described in clauses (i) and Section 5.6(b), (ii) being the “Available Collections”) the following amounts and in accordance with the relevant Monthly Report, from (and, where applicable, limited to) the following sources, in the following order of priority (the “Priority of payments: Payments”): From: Priority: First, Interest Collections, then Principal Collections (i) FIRST, to the payment of Taxes and governmental registration, filing and similar fees (including any deposit being made into a Tax Reserve Account in accordance with this Agreement), if any, due and owing by the Borrower; First, Interest Collections, then Principal Collections (ii) SECOND, (A) first, for deposit to the payment of Administrative Expenses in the order of priority that such expenses appear in the definition thereof, (B) second, to the Securities Custodian in an amount equal to any accrued and unpaid Custodian Fee and Custodian Expenses, if any, and (C) third, to the Down-MACRO Securities Intermediary in an amount equal to any accrued and unpaid amounts then due and payable to the Securities Intermediary pursuant to the Account Control Agreement; provided that the aggregate amount paid pursuant to this clause (ii) and clause (v) below in any Annual Period shall not exceed the Annual Expense Cap; First, Interest Collections, then Principal Collections (iii) THIRD, to the Servicer, in an amount equal to any Unreimbursed Servicer Advances; First, Interest Collections, then Principal Collections (iv) FOURTH, to the Servicer, in an amount equal to its accrued and unpaid Senior Servicing Fees (other than any such Senior Servicing Fees for any Collection Period, the payment of which has been voluntarily deferred by the Servicer) for the payment thereof; First, Interest Collections, then Principal Collections (v) FIFTH, to the Backup Servicer and any Successor Servicer, as applicable, in an amount equal to any accrued and unpaid Backup Servicing Fee Deduction and, if any, accrued and unpaid Transition Costs, Backup Servicer Expenses and Successor Servicer Expenses, provided that the aggregate amount paid pursuant to this clause (v) and clause (ii) above below in any Annual Period shall not exceed the Annual Expense Cap; First, Interest Collections, then Principal Collections (vi) SIXTH, [reserved]; First, Interest Collections, then Principal Collections (vii) SEVENTH, to the Paying Agent for payment on a pro rata and pari passu basis, to each Lender in an amount equal to any accrued and unpaid Interest and Facility Fees for such Payment Date owed to such Lender for such Payment Date; provided that the aggregate amount payable pursuant to this clause (vii) on a Payment Date shall not exceed the Cap Amount into for such Payment Date; First, Interest Collections, then Principal Collections (viii) EIGHTH, to the Fee Interest Reserve Account until the amount on deposit therein equals the Interest Reserve Account Requirement; First, Principal Collections. then Interest Collections (ix) NINTH, to the Paying Agent for payment on a pro rata and pari passu basis to each Lender in repayment of Outstanding Borrowings, to the extent necessary so that (A) each of the Borrowing Base Test, Overcollateralization Ratio Test, the Required Equity Test and the Interest Coverage Test is satisfied and (B) the Outstanding Borrowings do not exceed the Facility Amount; Principal Collections only (x) TENTH, so long as no Event of Default or an Optional Redemption Event shall have occurred and be continuing, to the Paying Agent for payment on a pro rata and pari passu basis to each Lender in repayment of any Outstanding Borrowings until such amounts are reduced to zero; First, Interest Collections, then Principal Collections (xi) ELEVENTH, following the occurrence and continuation of an Event of Default or an Optional Redemption Event, to the Paying Agent first, (A) for payment on a pro rata and pari passu basis to each Lender in repayment of any Outstanding Borrowings until such amounts are reduced to zero; second (B) for payment on a pro rata and pari passu basis to each Lender entitled thereto, the amount of Breakage Costs, if any, incurred by such Lenders in connection with any repayments of Advances occurring on any prior date which remain unpaid (as such Breakage Costs are notified to the Borrower by the applicable Lender(s)); and third (C) for payment on a pro rata and pari passu basis of all other Obligations payable under this Agreement to the Agents, the Lenders, the Affected Parties or Indemnified Parties; First, Interest Collections, then Principal Collections (xii) TWELFTH, to the Paying Agent for payment on a pro rata and pari passu basis to each Lender in an amount equal to any accrued and unpaid Subordinate Interest and Fees owed to such Lender for such Payment Account Date or, to the extent it remains unpaid, for application any prior Payment Date (together with interested accrued on such deferred Subordinate Interest and Fees); First, Interest Collections, then Principal Collections (xiii) THIRTEENTH, to the Paying Agent for payment on a pro rata and pari passu (based on the amount of Breakage Costs) basis to each Lender entitled thereto, the amount of Breakage Costs, if any, incurred by such Lenders in connection with any repayments of Advances occurring on such Payment Date or any prior date which remain unpaid (as such Breakage Costs are notified to the Borrower by the applicable Lender(s)); First, Interest Collections, then Principal Collections (xiv) FOURTEENTH, on a pro rata and pari passu basis (A) to the Paying Agent for payment to the Person entitled thereto, all other amounts then due and payable under this Agreement to the Agents, including any Agents Fees, the Lenders, the Affected Parties or Indemnified Parties, each for the payment thereof, (B) to the payment of Down-MACRO Expenses incurred during the preceding Calculation Period any amounts described in accordance with Section 5.3 hereunder; clause (ii) secondor (v) above which remain unpaid as a result of the application of the Annual Expense Cap, (C) to the Servicer in an amount remaining equal to any amounts then due and payable by the Borrower to the Servicer (including in respect of any legal fees and expenses of the Fee Payment Account after Servicer and or any indemnities under the Transaction Documents to the extent required to be paid by the Borrower as set forth therein), other than the Subordinate Servicing Fees and other amounts described in clause (xv) below, and (D) any other Person in respect of any other fees or expenses (including indemnities) permitted under this Agreement and the other Transaction Documents and the documents delivered pursuant to or in connection with this Agreement and the other Transaction Documents then due and payable by the Borrower; First, Interest Collections, then Principal Collections (xv) FIFTEENTH, to the Servicer, in an amount equal to its accrued and unpaid Subordinate Servicing Fees and any Senior Servicing Fees for any prior Collection Period (including any such Senior Servicing Fees, the payment of Down-MACRO Expenseswhich was voluntarily deferred by the Servicer) which remain unpaid, for the payment thereof; and Any remaining available funds (xvi) SIXTEENTH, the remainder thereof, for the account of the Down-MACRO Fees incurred during Borrower and at its direction, to or to the preceding order of the member or members of the Borrower (as reflected in any register of members maintained by or on behalf of the Borrower). The Calculation Agent shall determine the Interest Rate applicable to each Advance for each Accrual Period in accordance with Section 5.4 hereunder; (iii) thirdincluding the LIBO Rate or Alternate Base Rate, if applicable, used in determining such Distribution Interest Rate) and the Cap Rate applicable for such Accrual Period. Not later than the Business Day preceding the Reporting Date is relating to an Early Termination Accrual Period, the Calculation Agent shall provide a written statement to the Borrower, the Servicer, the Documentation Agent, the Facility Agent and each Managing Agent, together with any supporting documentation or calculations (including such additional information as the Borrower, the Servicer, the Facility Agent or any Managing Agent may reasonably request), setting forth the Interest Rate applicable to each Advance for each Accrual Period, the LIBO Rate (if used in determining such Interest Rate), the Alternate Base Rate (if used in determining such Interest Rate) and the Cap Rate applicable such Accrual Period. Not later than the Reporting Date or the Final Scheduled Termination relating to each Payment Date, the Documentation Agent shall provide a written notice or other statement to segregate all funds remaining after satisfying priorities first the Borrower and second of this Section 5.2(a) the Servicer, with a copy to the Facility Agent, the Paying Agent and apply such funds each Managing Agent, stating (A) the amount of Interest, Facility Fees, Subordinate Interest and Fees (if any), Agents Fees, Breakage Costs and other Obligations that are due and payable to make the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled Agent, Lender or other Secured Party on such date Payment Date and then (B) to make a Final Distribution to the Holders amount of the Down-MACRO Holding Shares being redeemed Servicing Fee, the Backup Servicing Fee and the Custodian Fee that are due and payable to any Agent, Lender or other Secured Party on such date; (iv) fourth, for reinvestment in Eligible Treasuries of an amount equal to the lesser of (x) the Down-MACRO 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 the Down-MACRO Income Distribution Payment to the Up-MACRO Holding Trust, if such a payment is due under the Income Distribution Agreement; and (vi) sixth, for distribution as the Quarterly Distribution on the 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 Down-MACRO Holding Shares who are listed on the books and records of the Depository as Beneficial Owners on the related Record Date.

Priority of Payments. (ai) Allocations on each Distribution Date. On each Distribution DateInterest Payment Date during the Revolving Period, the Trustee, on behalf of Borrower immediately thereafter shall direct the Down-MACRO Holding Trust, shall allocate Custodian to apply Interest Proceeds received with respect to the amounts Portfolio Assets and on deposit in the Distribution 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), 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 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 Interest Proceeds. (ii) On each Interest Payment Date after the Revolving Period has terminated, the Borrower 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) 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), 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 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, to pay principal on the Loans until the Loans are repaid in full; and (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 amounts referred to in clauses (ii)(A) through (ii)(B) above (in the same manner and order of 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 (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 amounts referred to in clauses (ii)(C) through (ii)(D) above (in the same manner and order of priority stated therein) but only to the extent not paid in full thereunder; and (D) fourth, any remaining amounts to 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 such date, if any, and then (iv) 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 deposited therein 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 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 case of clauses (A) and (B) below, on the date of a repayment of Loans pursuant to Section 5.5(b) and Section 5.6(b2(g)), as applicable, the Borrower shall direct the Custodian to apply funds on deposit in accordance with the Accounts to make the following priority of paymentspayments in the following order or priority: (iA) On the date of a repayment of Loans pursuant to Section 2(g), funds on deposit in the Interest Collection Subaccount (to the extent available) shall be applied to pay accrued and unpaid interest on the Loans so prepaid, including, without duplication, any previously deferred interest on such Loans (with interest thereon); (B) On the date of a repayment of Loans pursuant to Section 2(g), funds on deposit in the Principal 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) shall be applied to prepay the 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, for deposit of an amount equal to pay Fees and Expenses, which shall be paid first to the Down-MACRO Fee Deduction Amount into the Fee Payment Account for application Custodian and thereafter pro rata to the payment of Down-MACRO Expenses incurred during other parties entitled thereto; (II) second, (i) to pay accrued and unpaid interest on the preceding Calculation Period Loans, including, without duplication, any previously deferred loan interest (with interest thereon), and then (ii) to make Permitted RIC Distributions to the Borrower's sole regarded owner; (III) third, to repay the Loans in accordance with Section 5.3 hereunder2; (iiIV) secondfourth, 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 unpaid indemnification payments and any other unpaid amounts payable pro rata to the Administrative Agent, the amount Lenders and the Collateral Manager; and (VII) seventh, any remaining in amounts to the Fee Investor Account. (vi) On any Interim Payment Date, the Borrower shall direct the Custodian to deposit funds into the Investor Account after the payment of Down-MACRO Expenses, for the payment of the Down-MACRO Fees incurred during the preceding Calculation Period in accordance with Section 5.4 hereunder; (iii) third, if such Distribution Date is an Early Termination Date or the Final Scheduled Termination Date, to segregate all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply such funds (A) to make the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to make a Final Distribution to the Holders of the Down-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 Down-MACRO Aggregate Par Amount on such Distribution Date (adjusted for any Paired Issuances and/or Paired Optional Redemptions that are being concurrently settled2(l), and (y) all funds remaining after satisfying priorities first through third of this Section 5.2(a); (v) fifth, for making the Down-MACRO Income Distribution Payment to the Up-MACRO Holding Trust, if such a payment is due under the Income Distribution Agreement; and (vi) sixth, for distribution as the Quarterly Distribution on the 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 Down-MACRO Holding Shares who are listed on the books and records of the Depository as Beneficial Owners on the related Record Date.

Priority of Payments. (a) Allocations on each Distribution Date. On each Distribution Payment Date, the Trustee, on behalf of Borrower shall direct the Down-MACRO Holding Trust, shall allocate the Account Bank to distribute all amounts on deposit in the Distribution Account, including amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(bCollection Account on such Payment Date in the following order of priority (the “Priority of Payments”), in accordance with the following priority of payments: Payment Date Certificate for such Payment Date: (i) first, for deposit of an amount equal to the Down-MACRO Fee Deduction Amount into the Fee Payment Account for application to the payment of Down-MACRO Expenses incurred during the preceding Calculation Period in accordance with Section 5.3 hereunder; 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 amount remaining in Administrative Agent, the Fee Payment Account after Administrative Agent Fee, to the payment of Down-MACRO Expenses, for the payment of the Down-MACRO Fees incurred during the preceding Calculation Period in accordance with Section 5.4 hereunder; extent due and 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 any such Distribution Date is an Early Termination Date or Interest payable for any prior Interest Period to the Final Scheduled Termination Dateextent such amount has not been distributed to each such Lender, and any interest accrued pursuant to Section 4.02(b), to segregate all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply such funds (A) to make the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to make a Final Distribution to the Holders of the Down-MACRO Holding Shares being redeemed on such date; extent unpaid; (iv) fourth, for reinvestment in Eligible Treasuries of an amount equal to the lesser Administrative Agent for distribution to the Lenders (ratably, based on the amount then due and owing) (A) on the Final Maturity Date or if an Event of (x) the Down-MACRO Aggregate Par Amount Default is continuing on such Distribution Payment Date, the outstanding principal amount of the Loans, or (B) prior to the Final Maturity Date (adjusted and if an Event of Default is not continuing on such Payment Date, the Amortization Amount 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); such Payment Date; (v) fifth, for making the Down-MACRO Income Distribution Payment to the Up-MACRO Holding Trust, if such a payment is due under the Income Distribution Agreement[reserved]; and and (vi) sixth, for distribution as the Quarterly Distribution on balance, if any, to be paid at the Distribution Payment Date that follows such Distribution Date all funds that are remaining after satisfying priorities first through fifth direction of the Borrower. (b) Notwithstanding anything to the contrary set forth in this Section 5.2(a) 4.01, the Administrative Agent shall have no obligation to those Holders of the Down-MACRO Holding Shares who are listed on the books and records of the Depository as Beneficial Owners on the related Record Date.distribute or pay any amount under this Section 4.01

Priority of Payments. On each Business Day, subject to the terms and conditions of the Future Spread Custodial Account Control Agreement, Seller (or, after the delivery of an access termination notice pursuant to the Future Spread Custodial Account Control Agreement, Purchaser) will direct the Bank to apply the monies in the Third Party Controlled Future Spread Custodial Account in the following order of priority (the “Priority of Payments”), in every case, after giving effect to each prior item in the Priority of Payments on such Business Day: (a) Allocations first, from amounts in the Third Party Controlled Future Spread Custodial Account attributable to Servicing Agreement termination payments made by an Owner with respect to any Mortgage Loans, pro rata, (A) the Future Excess Servicing Spread Percentage of such termination payments to Purchaser, and (B) the Retained Excess Servicing Spread Percentage of such termination payments to Seller; provided, that (I) prior to the distribution to Purchaser of any termination payments pursuant to clause (A), such termination payments shall be applied to the payment of any indemnity payments then due and payable to a Seller Indemnitee pursuant to Section 11.02, and (II) prior to the distribution to Seller of any termination payments pursuant to clause (B), such termination payments shall be applied first, to the payment of any indemnity payments then due and payable to a Purchaser Indemnitee pursuant to Section 11.01 and second, for deposit to the Future Spread Reserve Account to the extent necessary to cause the amount of funds on deposit in the Future Spread Reserve Account to equal the Future Spread Reserve Account Required Amount; (b) second, on any Business Day from and including the first Business Day of a calendar month to but excluding the Distribution Date in such calendar month, at the option of Seller, the Base Servicing Fee payable with respect to a prior Collection Period for the Mortgage Loans to Seller; (c) third, on each Distribution Date. On , to the extent not previously paid to Seller in accordance with Section 4.04(b), any accrued and unpaid Base Servicing Fee to Seller; (d) fourth, on each Distribution Date, pro rata, (A) to Purchaser, any Future Excess Servicing Spread for the Trusteeprior Collection Period (other than the portion thereof consisting of termination payments made pursuant to Section 4.04(a)); and (B) to Seller, on behalf any Retained Servicing Spread for the prior Collection Period (other than the portion thereof consisting of termination payments made pursuant to Section 4.04(a)); provided, that (I) prior to the Down-MACRO Holding Trustdistribution to Purchaser of any Future Excess Servicing Spread pursuant to clause (A), the Future Excess Servicing Spread shall allocate be applied to the amounts payment of any indemnity payments then due and payable to a Seller Indemnitee pursuant to Section 11.02, and (II) prior to the distribution to Seller of any Retained Servicing Spread pursuant to clause (B), the Retained Servicing Spread shall be applied first, to the payment of any indemnity payments then due and payable to a Purchaser Indemnitee pursuant to Section 11.01 and second, for deposit to the Future Spread Reserve Account to the extent necessary to cause the amount of funds on deposit in the Distribution Account, including amounts deposited therein pursuant Future Spread Reserve Account to Section 5.5(b) and Section 5.6(b), in accordance with equal the following priority of payments: (i) first, for deposit of an amount equal to the Down-MACRO Fee Deduction Amount into the Fee Payment Future Spread Reserve Account for application to the payment of Down-MACRO Expenses incurred during the preceding Calculation Period in accordance with Section 5.3 hereunder; (ii) second, the amount remaining in the Fee Payment Account after the payment of Down-MACRO Expenses, for the payment of the Down-MACRO Fees incurred during the preceding Calculation Period in accordance with Section 5.4 hereunder; (iii) third, if such Distribution Date is an Early Termination Date or the Final Scheduled Termination Date, to segregate all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply such funds (A) to make the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to make a Final Distribution to the Holders of the Down-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 Down-MACRO 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 the Down-MACRO Income Distribution Payment to the Up-MACRO Holding Trust, if such a payment is due under the Income Distribution AgreementRequired Amount; and (vie) sixthfifth, for distribution on each Distribution Date, to Seller, any other amounts remaining on deposit in the Third Party Controlled Future Spread Custodial Account. All payments to Purchaser or Seller shall be made by wire transfer of immediately available funds to an account designated by Purchaser or Seller, as the Quarterly Distribution on the 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 Down-MACRO Holding Shares who are listed on the books and records of the Depository as Beneficial Owners on the related Record Dateapplicable.

Priority of Payments. (a) Allocations on each Distribution Date. On each Distribution Date, the Trustee, on behalf of the Down-MACRO Holding Trust, shall allocate the amounts on deposit in the Distribution Account, including without limitation amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(b), in accordance with the following priority of payments: (i) first, for deposit of an amount equal to the Down-MACRO Fee Deduction Amount Deposit into the Fee Payment Account for application to the payment of Down-MACRO Expenses incurred during the preceding Calculation Period in accordance with Section 5.3 hereunderPeriod; (ii) second, the amount remaining in the Fee Payment Account after the payment of the Down-MACRO Expenses, for the payment of the Down-MACRO Fees incurred during the preceding Calculation Period in accordance with pursuant to Section 5.4 hereunder; (iii) third, if such Distribution Date is an Early Termination Date or Date, the Final Scheduled Termination Date, Date or a Redemption Date for all or a portion of the Down-MACRO Holding Shares to segregate funds in an amount equal to the product of (A) all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply (B) the applicable Down-MACRO Redemption Percentage for such Redemption Date for application of such funds (A) to make the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to make a Final Distribution to the Holders of the Down-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 Down-MACRO Aggregate Par Amount on such Distribution Date (adjusted for any Paired Issuances and/or Paired Optional Redemptions that are after deducting an amount equal to the Aggregate Par Amount of the Down-MACRO Holding Shares being concurrently settledredeemed 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 Down-MACRO Income Distribution Payment to the Up-MACRO Holding Trust, if such a payment is due under the Income Distribution Agreement; and (vi) sixth, for distribution as the Quarterly Distribution on the 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 shareholders who are registered Holders of the Down-MACRO Holding Shares who are listed on the books and records of the Depository as Beneficial Owners on the related Record Date.

Priority of Payments. (a) Allocations on each Distribution Date. On each Distribution Date, the Trustee, on behalf of the Down-MACRO Holding Trust, shall allocate the amounts on deposit in the Distribution Account, including amounts deposited therein pursuant to Section 5.5(b) and Section 5.6(b), Funds will be distributed in accordance with the following priority payment priorities (collectively, the “Priority of paymentsPayments”): (a) On each Payment Date (other than as provided in Section 4.1(b)), Available Funds, in the following order of priority: (i) first, for deposit of an amount equal to the Down-MACRO Fee Deduction Amount into the Fee Payment Account for application to the payment of Down-MACRO Expenses incurred during any accrued and unpaid taxes, costs and expenses of the preceding Calculation Period in accordance with Section 5.3 hereunderIssuer relating to this Agreement or the Collateral Administration Agreement (including any indemnities payable by the Issuer); (ii) secondto the Senior Noteholder, the amount remaining in Senior Note Interest due and payable on the Fee Payment Account after the payment of Down-MACRO Expenses, for the payment of the Down-MACRO Fees incurred during the preceding Calculation Period in accordance with Section 5.4 hereunderSenior Notes; (iii) third, if such Distribution Date is an Early Termination Date or to the Final Scheduled Termination DateSenior Noteholder, to segregate all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply such funds (A) to make the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to make a Final Distribution to the Holders of the Down-MACRO Holding Shares being redeemed on such dateSenior Note Quarterly Partial Redemption Amount; (iv) fourthto the Senior Noteholder, for reinvestment in Eligible Treasuries to the payment of principal on the Senior Notes (A) unless a Failure to Pay has occurred, at the discretion of the Portfolio Manager, an amount equal to the lesser of (x) the Down-MACRO Aggregate Par Amount on such Distribution Date (adjusted for any Paired Issuances and/or Paired Optional Redemptions that are being concurrently settled), amount designated by the Portfolio Manager and (y) funds in the Principal Account or (B) if a Failure to Pay has occurred, all funds in the Interest Account, the Principal Account and the CLO Asset Management Fees Account, in each case until the Outstanding Senior Note Amount has been reduced to zero; (v) to the Junior Noteholder, the Positive Carry due and payable to the Junior Notes (to the extent not applied to offset Trading Losses); and (vi) all remaining Available Funds will be retained by the Issuer. (b) If the Refinancing Date or the Liquidation Date occurs, on the Final Settlement Date, Available Funds and, until the Outstanding Senior Note Amount has been reduced to zero, the CLO Asset Management Fees, in the following order of priority: (i) to the payment of any taxes, costs and expenses of the Issuer relating to this Agreement or the Collateral Administration Agreement accrued and unpaid as of such date (including any indemnities payable by the Issuer); (ii) to the Senior Noteholder, the Senior Note Interest due and payable on the Senior Notes; (iii) to the Senior Noteholder, the Outstanding Senior Note Amount as the redemption price of the Senior Notes; (iv) to the Junior Noteholder, the Positive Carry due and payable to the Junior Notes (which amount will be determined after satisfying priorities first through third giving effect to the offset of this Section 5.2(aLosses pursuant to the definition of Trading Loss); (v) fifth, for making the Down-MACRO Income Distribution Payment to the Up-MACRO Holding TrustJunior Noteholder, if such a payment is due under the Income Distribution AgreementOutstanding Junior Note Amount (reduced by the sum of all remaining Trading Losses) as the redemption price of the Junior Notes; and (vi) sixthto the Junior Noteholder, for distribution as the Quarterly Distribution on the 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 Down-MACRO Holding Shares who are listed on the books and records of the Depository as Beneficial Owners on the related Record Dateproceeds.

Priority of Payments. (a) Allocations on each Distribution Date. On each Distribution DateBusiness Day, the Trustee, based on behalf of the Down-MACRO Holding TrustDaily Servicer Report, shall allocate the amounts distribute funds on deposit in the Distribution Account, including amounts deposited therein pursuant Collection Account to Section 5.5(b) the Persons and Section 5.6(b), in accordance with the following order of priority of payments: set forth in clause (i) firstbelow. On each Settlement Date, for deposit of by 12:00 noon Eastern Standard time, the Trustee, based on the Monthly Servicer Report, shall distribute funds from the Collection Account in an amount equal to the Down-MACRO Fee Deduction Available Distribution Amount into the Fee Payment Account for application to the payment Persons and in the order of Down-MACRO Expenses incurred during the preceding Calculation Period priority set forth in accordance with Section 5.3 hereunder; clauses (ii) secondand (iii): (i) On each Business Day prior to the occurrence of an Early Amortization Event or an Event of Default, the amount remaining Trustee will make the following allocations with respect to amounts then on deposit in the Fee Payment Collection Account after in the payment following order of Down-MACRO Expenses, for the payment of the Down-MACRO Fees incurred during the preceding Calculation Period in accordance with Section 5.4 hereunder;priority: (iii1) third, if such Distribution Date is an Early Termination Date or To set aside in the Final Scheduled Termination Date, to segregate all funds remaining after satisfying priorities first and second of this Section 5.2(a) and apply such funds (A) to make the Down-MACRO Settlement Payment to the Up-MACRO Holding Trust if any such payment is owed under the Settlement Contracts being settled on such date and then (B) to make a Final Distribution to the Holders of the Down-MACRO Holding Shares being redeemed on such date; (iv) fourth, for reinvestment in Eligible Treasuries of Collection Account an amount equal to the lesser of Accrued Facility Costs for further transfer on the next Settlement Date; (x2) To the Down-MACRO Aggregate Par Amount Spread Maintenance Account, until the amount (after giving effect to all distributions to be made on such Settlement Date) equals the Required Spread Maintenance Reserve Amount; (3) To the Settlement Account for each Series of Warehouse Notes specified by the Servicer in reduction of the principal amount outstanding thereunder in such amounts as specified by the Servicer; and (4) To the applicable Seller, an amount equal to the unpaid purchase price payable to the Seller under the Purchase Agreement; (5) Any remaining amounts shall be retained in the Collection Account for further distribution in accordance with this Section 5.4(c). (ii) On each Settlement Date, if neither an Early Amortization Event nor an Event of Default shall have occurred (or has been waived in accordance with the terms hereof), the Trustee will make the following payments from the Available Distribution Amount then on deposit in the Collection Account to the following Persons in the following order of priority: (1) To the Trustee, an amount equal to all Trustee Fees and Expenses then due and payable for all Series then Outstanding, plus any Trustee Fees and Expenses due but not paid on any prior Settlement 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(aup to $50,000 in the aggregate per year); (v2) fifth, for making To the Down-MACRO Income Distribution Payment Servicer an amount equal to the Up-MACRO Holding TrustServicing Fee for such Settlement Date (plus any Servicing Fee due but not paid to the Servicer on any prior Settlement Date); (3) To the Custodian, any fees and expenses then due and payable to the Custodian pursuant to the Custodian Agreement, plus any such fees and expenses due but not paid on any prior Settlement Date (up to $10,000 in the aggregate per year); (4) If a successor Servicer shall have been appointed, to such successor Servicer an amount in reimbursement of transition costs actually incurred by such successor Servicer (up to $50,000 in the aggregate); (5) To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all scheduled payments and interest thereon (but excluding termination payments thereunder) then due and payable under the related Interest Rate Hedge Agreement and the amount of any arrearages thereof, if any; (6) In payment of the following amounts on a pro rata basis: to each Settlement Account for each Series of Notes then Outstanding, an amount equal to the Interest Payments (including Premiums, if applicable) then due and payable for such Series; (7) To the Settlement Account for each Series of Notes then Outstanding, an amount equal to the Scheduled Principal Payment Amounts then due and payable for such Series; (8) First, to the Settlement Account for each Series of Warehouse Notes then Outstanding (until all Warehouse Notes are paid in full), an amount equal to the Supplemental Principal Payment Amount then due and payable for such Series, on a pro rata basis, and then to the Settlement Account for each other Series of Notes then Outstanding, an amount equal to the Supplemental Principal Payment Amount then due and payable for such Series, on a pro rata basis; provided that if a Borrowing Base Deficiency would exist after payment is of such amounts, then the Supplemental Principal Payment Amount (to the extent of cash available to actually make such payment) otherwise payable pursuant to this clause (10) shall be paid to the Settlement Account for each Series of Notes then Outstanding, in each case on a pro rata basis; (9) To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all remaining amounts then due and payable under the Income Distribution related Interest Rate Hedge Agreement (after giving effect to clause (7) above), if any; (10) To each Settlement Account for each Series of Notes then Outstanding, an amount equal to all other amounts then due and payable to the Noteholders of such Series including, without limitation, unpaid additional interest, fees, increased costs, taxes and indemnity payments identified in the related Series Supplement or the related Note Purchase Agreement; (11) To the Trustee, an amount equal to all Trustee Fees and Expenses then due and payable (after giving effect to clause (1) above); (12) To the Custodian, an amount equal to all custodian fees then due and payable (after giving effect to clause (3) above); (13) To the Servicer, an amount equal to all other amounts then due and payable to the Servicer (after giving effect to clauses (2) and (4) above); and (vi14) sixthTo the Issuer (or its designee), any remaining Available Distribution Amount. (iii) On each Settlement Date, if an Early Amortization Event or Event of Default shall have occurred with respect to any Series then Outstanding (and has not been waived in accordance with the terms hereof), the Trustee will make the following payments from the Available Distribution Amount then on deposit in the Trust Accounts to the following Persons in the following order of priority; (1) To the Trustee an amount equal to all Trustee Fees and Expenses then due and payable for distribution as all Series then Outstanding; (2) To the Quarterly Distribution Servicer an amount equal to the Servicing Fee for such Settlement Date (plus any Servicing Fee due but not paid to the Servicer on any prior Settlement Date); (3) To the Distribution Payment Custodian, any fees and expenses then due and payable pursuant to the Custodian Agreement, plus any such fees and expenses due but not paid on any prior Settlement Date that follows (up to $10,000 in the aggregate per year); (4) If a successor Servicer shall have been appointed, to such Distribution Date successor Servicer an amount in reimbursement of transition costs actually incurred by such successor Servicer (up to $50,000 in the aggregate); (5) To each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all funds that are remaining after satisfying priorities first through fifth Interest Rate Hedge Agreements), all scheduled payments and interest thereon (but excluding termination payments thereunder) then due and payable under the related Interest Rate Hedge Agreement and the amount of this Section 5.2(aany arrearages thereof, if any; (6) to those Holders In payment of the Down-MACRO Holding Shares who are listed following amounts on a pro rata basis: to each Settlement Account for each Series of Notes then Outstanding, an amount equal to the books Interest Payments (including Premiums, if applicable) then due and records payable for such Series; (7) To each Settlement Account, the then unpaid principal balance of the Depository as Beneficial Owners related Notes, on a pro rata basis, until such amounts are paid in full; (8) To each Settlement Account for each Series then Outstanding on a pro rata basis (based on respective amounts then due), an amount equal to all other amounts payable to the Noteholders of such Series, including, without limitation, unpaid additional interest, fees, increased costs, taxes and indemnity payments identified in the related Record DateSeries Supplement or the related Note Purchase Agreement; (9) First, to each Interest Rate Hedge Provider on a pro rata basis (based on amounts then due and payable under all Interest Rate Hedge Agreements), all remaining amounts then due and payable under the related Interest Rate Hedge Agreement (after giving effect to clause (5) above), if any, and, second, to a subaccount of the Spread Maintenance Account, an amount equal to the ▇▇▇▇-to-market exposure under all Interest Rate Hedge Agreements at such time; (10) To the Custodian, an amount equal to all custodian fees then due and payable (after giving effect to clause (3) above); (11) To the Servicer, an amount equal to all other amounts then due and payable to the Servicer (after giving effect to clauses (2) and (4) above); and (12) To the Issuer (or its designee), any remaining Available Distribution Amount.