TO HAVE BEEN REPAID UNTIL SUCH AMOUNT IS ACTUALLY RECEIVED BY SUCH
PARTICIPANT); PROVIDED THAT, IN THE EVENT THAT THE SERVICER ELECTS TO APPLY ANY
REPAYMENT TO REDUCE SUNTRUST'S FUNDED PARTICIPANT'S INTEREST WITHOUT A
CORRESPONDING REDUCTION OF THE OTHER PARTICIPANT'S FUNDED PARTICIPANT'S
INTEREST, SUNTRUST SHALL BE OBLIGATED TO MAKE A PAYMENT TO EACH PARTICIPANT
EQUAL TO SUCH PARTICIPANT'S PRO RATA SHARE OF SUCH PAYMENT UPON THE EARLIER OF
(I) THE NEXT PAYMENT DATE AND (II) THE OCCURRENCE OF A CREDIT EVENT HEREUNDER.
IF DURING ANY PERIOD WHEN NO CREDIT EVENT HAS OCCURRED AND IS CONTINUING,
AMOUNTS RECEIVED BY SERVICER ARE NOT CAPABLE OF BEING ALLOCATED TO ANY SPECIFIC
LOAN OR, IN THE CASE OF AMOUNTS ALLOCABLE TO A SPECIFIC LOAN, ARE NOT SUFFICIENT
TO REPAY ALL OBLIGATIONS THEN DUE AND OWING WITH RESPECT THERETO, SUCH AMOUNTS
SHALL BE APPLIED BY THE SERVICER AS FOLLOWS: (I) FIRST, TO THE PAYMENT OF
COMMITMENT FEES OWING TO THE PARTICIPANTS HEREUNDER, (II) SECOND, TO THE PAYMENT
OF ACCRUED INTEREST ON THE FUNDED PARTICIPANT'S INTEREST HEREUNDER, PRO RATA
BETWEEN THE TWO FACILITIES, (III) THIRD, TO THE PAYMENT OF THE SERVICING FEES
OWING UNDER THE SERVICING AGREEMENT, (IV) FOURTH, TO THE REPAYMENT OF THE FUNDED
PARTICIPANT'S INTERESTS OUTSTANDING HEREUNDER PRO RATA BETWEEN THE TWO
FACILITIES, (V) FIFTH, TO THE PAYMENT OF ALL OTHER AMOUNTS OWING TO THE SERVICER
OR ANY PARTICIPANT HEREUNDER, AND (VI) SIXTH, IF ALL OBLIGATIONS OF THE SPONSOR
PURSUANT TO THE OPERATIVE DOCUMENTS HAVE BEEN SATISFIED IN FULL, TO THE SPONSOR.
DURING ANY PERIOD WHEN A CREDIT EVENT HAS OCCURRED AND IS CONTINUING, ANY
AMOUNTS RECEIVED BY SERVICER WITH RESPECT TO THE LOANS SHALL BE APPLIED, AFTER
DEDUCTION OF ANY EXPENSES INCURRED IN THE COLLECTION OF ANY SUCH AMOUNTS, AS
FOLLOWS (I) FIRST, TO THE PAYMENT OF ANY ACCRUED AND UNPAID SERVICING FEE, (II)
SECOND, TO EACH PARTICIPANT IN ACCORDANCE WITH PRO RATA SHARE, AND (III)
THEREAFTER, TO SUCH PERSONS AS MAY BE LEGALLY ENTITLED THERETO.
IF NOT SOONER REPAID, ALL AMOUNTS DUE AND PAYABLE TO THE SERVICER AND THE
PARTICIPANTS UNDER THE OPERATIVE DOCUMENTS SHALL BE DUE AND PAYABLE IN FULL ON
THE FINAL TERMINATION DATE.
MONTHLY SERVICING REPORT.
ON EACH PAYMENT DATE, THE SERVICER SHALL TELECOPY TO
THE SPONSOR AND EACH PARTICIPANT A SERVICING REPORT IN THE FORM OF EXHIBIT F
(THE "MONTHLY SERVICING REPORT") SETTING FORTH THE FOLLOWING INFORMATION WITH
RESPECT THE LOANS:
THE AGGREGATE PRINCIPAL BALANCE OF THE LOANS UNDER EACH FACILITY AS OF THE CLOSE
OF BUSINESS ON THE LAST DAY OF THE PRECEDING PAYMENT PERIOD AND ON SUCH PAYMENT
DATE;
THE AGGREGATE AMOUNT OF LOANS REPURCHASED BY THE SPONSOR OR AMOUNTS COLLECTED
WITH RESPECT TO THE COLLATERAL FOR THE LOANS WITH RESPECT TO EACH FACILITY SINCE
THE LAST PAYMENT DATE;
THE AGGREGATE LOAN COMMITMENTS UNDER EACH FACILITY AS OF THE CLOSE OF BUSINESS
ON THE LAST BUSINESS DAY OF THE PRECEDING PAYMENT PERIOD AND ON SUCH PAYMENT
DATE; AND
EACH LOAN WHICH IS PAST DUE (INCLUDING THE PAST DUE AMOUNT AND THE NUMBER OF
DAYS PAST