Text extracted via OCR from the original document. May contain errors from the scanning process.
17.
to the payment to the Collateral Manager of the Subordinate Management Fee (and any accrued
and unpaid or deferred Subordinate Management Fee from any prior Payment Date);
IS.
to the payment of any accrued and unpaid Administrative Expenses (in the order set forth in the
definition thereof) to the extent not paid pursuant to clause 1 above:
19.
to the Holders of the Income Notes until the Incentive Management Fee 1RR Threshold has been
met:
20.
to the payment to the Collateral Manager of 20% of the remaining Interest Proceeds as an
Incentive Management Fee: and
21.
the remainder to the Holders of the Income Notes.
Principal Priority of Payments
On each Payment Dale. the Trustee will apply Principal Proceeds that arc transferred into the Payment
Account in the following order of priority (the "Principal Priority of Payments." and together with the Interest
Priority of Payments, the "Priority of Payments"):
I.
to the payments of amounts referred to in clauses (1)-(12) of the Interest Priority of Payments (in
the order set forth therein), to the extent not paid pursuant to the Interest Priority of Payments;
2.
following the Ramp-Up End Date, if any of the Senior Notes arc then Outstanding and if either of
the Class D Coverage Tests is not satisfied as of the related Determination Date. to make payments
in accordance with the Note Payment Sequence, to the extent necessary to cause both Class D
Coverage Tests to be satisfied as of such Determination Date;
3.
to the Holders of the Class D Notes. all accrued and unpaid Deferred Interest with respect to the
Class D Notes. to the extent not paid pursuant to the Interest Priority of Payments:
4.
in the event that either Rating Agency has not confimied in writing its rating in effect on the
Closing Date on each Class of Senior Notes on or prior to the 301° Business Day after the Ramp-Up
End Date (and has not provided such confirmation on or prior to the Determination Date related to
the current Payment Date), to make payments in accordance with the Note Payment Sequence until
each such rating is confirmed:
5.
(I) during the Reinvestment Period. (A) all amounts, other than any Special Redemption Amount
to the Collection Account for investment in Eligible Investments pending reinvestment in
additional Collateral Obligations at a later date and for reinvestment in additional Collateral
Obligations subject to the Investment Criteria described herein and (B) any Special Redemption
Amount, to make payments in accordance with the Note Payment Sequence; and (2) after the
Reinvestment Period, (A) any remaining Principal Proceeds that are Unscheduled Principal
Payments or Sale Proceeds of Credit Risk Obligations eligible to be reinvested to the Collection
Account for investment in Eligible Investments pending reinvestment in additional Collateral
Obligations at a later date and for reinvestment in additional Collateral Obligations subject to the
Investment Criteria described herein. and (B) all other amounts (I) to make payments in
accordance with the Note Payment Sequence and then (II) an amount of remaining Principal
Proceeds specified by the Collateral Manager to the exercise of warrants in accordance with the
terms of the Indenture:
6.
to the payment to the Collateral Manager of the accrued but unpaid Subordinate Management Fee
(and any accrued and unpaid or deferred Subordinate Management Fee from any prior Payment
Date), but only to the extent not paid in full pursuant to the Interest Priority of Payments;
28
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0071927
CONFIDENTIAL
SDNY_GM_00218111
EFTA01376082