Common use of Collections Prior to Amortization Clause in Contracts

Collections Prior to Amortization. On each Settlement Date prior to the Amortization Date, the Servicer shall deposit to the Funding Account (and the Funding Agent shall promptly remit such funds to each applicable Payment Account, for distribution to the applicable Lenders), a portion of the Collections received by it during the preceding Settlement Period (after deduction of its Servicing Fee) equal to the sum of the following amounts for application to the Obligations in the order specified: first, to the Funding Agent, the payment of all accrued and unpaid fees under the Funding Agent Fee Letter; provided that the aggregate amount payable pursuant to this clause “first” shall not exceed $200,000 in any one calendar year, second, ratably to the payment of all accrued and unpaid CP Costs, Facility Fee, Interest and Broken Funding Costs (if any) that are then due and owing, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing to any Lender or its Co-Agent, fourth, if required under Section 1.3 or 1.4, to the ratable reduction of the outstanding principal of each of the Loans, and fifth, for the ratable payment of all other unpaid Obligations of Borrower (including Prepaid Lender Amounts), if any, that are then due and owing. The balance, if any, shall be paid to Borrower or otherwise in accordance with Borrower’s instructions. Collections applied to the payment of Obligations of Borrower shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.2, shall be shared ratably (within each priority) among the applicable payees in accordance with the amount of such Obligations owing to each of them in respect of each such priority.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and (ii) Seller hereby requests and the Purchasers (other than any Terminating Financial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall deposit remit to the Funding Account (and Administrative Agent’s account the Funding Agent shall promptly remit such funds to each applicable Payment Account, for distribution to the applicable Lenders), a portion of the Collections received by it amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment and apply such amounts (after deduction of its Servicing Feeif not previously paid in accordance with Section 2.1) equal to the sum of the following amounts for application to the Obligations in the order specified: first, to reduce unpaid Obligations and second, to reduce the Funding Agent, the payment Capital of all accrued and unpaid fees under the Funding Agent Fee Letter; provided that the aggregate amount payable pursuant to this clause “first” shall not exceed $200,000 in any one calendar yearPurchaser Interests of Terminating Financial Institutions, second, applied ratably to each Terminating Financial Institution according to its respective Termination Percentage. If such Capital and Obligations shall be reduced to zero, any additional Collections received by the payment of all accrued and unpaid CP Costs, Facility Fee, Interest and Broken Funding Costs Servicer (i) if any) that are then due and owing, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing to any Lender or its Co-Agent, fourth, if required under Section 1.3 or 1.4, to the ratable reduction of the outstanding principal of each of the Loans, and fifth, for the ratable payment of all other unpaid Obligations of Borrower (including Prepaid Lender Amounts), if any, that are then due and owing. The balance, if anyapplicable, shall be remitted to the Administrative Agent’s account no later than 11:00 a.m. (Chicago time) on the applicable Settlement Date to the extent required to fund any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Company pursuant to Section 1.5 (the “Financial Institution Termination Date”) until such Terminating Financial Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of each Terminating Financial Institution as a percentage equal to Borrower or otherwise (i) the Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the Aggregate Capital outstanding on such Financial Institution Termination Date (the “Termination Percentage”). Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Borrower’s instructions. Collections applied to the payment of Obligations of Borrower shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.2, shall be shared ratably (within each priority) among the applicable payees in accordance with the amount of such Obligations owing to each of them in respect of each such priority2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If on any Business Day prior to the Amortization Date, any Collections are received by the Servicer after payment of any Obligations that are then due and owing, Seller hereby requests and the Purchasers hereby agree to make, simultaneously with such receipt, a reinvestment (each, a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Receivables Interest, such that after giving effect to such Reinvestment, the amount of Invested Amount of such Receivables Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Invested Amount immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall deposit remit to the Funding Gotham Account (and the Funding Agent shall promptly remit such funds to each applicable Payment Xxxxx Fargo Account, for distribution to the applicable Lenders)as applicable, a portion each of the Conduit’s and Xxxxx Fargo’s respective Percentage of the amounts set aside during the preceding Accrual Period that have not been subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) to reduce the Obligations. Once such Obligations shall be reduced to zero, any additional Collections received by it during the preceding Settlement Period Servicer (after deduction of its Servicing Feei) equal to the sum of the following amounts for application to the Obligations in the order specified: first, to the Funding Agent, the payment of all accrued and unpaid fees under the Funding Agent Fee Letter; provided that the aggregate amount payable pursuant to this clause “first” shall not exceed $200,000 in any one calendar year, second, ratably to the payment of all accrued and unpaid CP Costs, Facility Fee, Interest and Broken Funding Costs (if any) that are then due and owing, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing to any Lender or its Co-Agent, fourth, if required under Section 1.3 or 1.4, to the ratable reduction of the outstanding principal of each of the Loans, and fifth, for the ratable payment of all other unpaid Obligations of Borrower (including Prepaid Lender Amounts), if any, that are then due and owing. The balance, if anyapplicable, shall be paid to Borrower or otherwise in accordance with Borrower’s instructions. Collections applied remitted to the payment Gotham Account and the Xxxxx Fargo Account, as applicable, no later than 12:00 noon (New York City time) to the extent required to fund the Conduit’s and Xxxxx Fargo’s respective Percentages of Obligations of Borrower any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be distributed in accordance with remitted from the aforementioned provisions, and, giving effect Servicer to each of the priorities set forth above in this Section 2.2, shall be shared ratably (within each priority) among the applicable payees in accordance with the amount of Seller on such Obligations owing to each of them in respect of each such prioritySettlement Date.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by each Servicer shall be set aside and held in trust by such Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids, for deposit into the LC Collateral Account or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by any Servicer prior to the Amortization Date, (i) such Servicer shall deposit any amounts required to be deposited by its related Seller or Sellers to the LC Collateral Account pursuant to Section 1.10, shall set aside the Termination Percentage (hereinafter defined) of Collections and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and of each Company in a Terminating Financial Institution’s Purchaser Group, shall set aside Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) each Seller hereby requests and the Purchasers (other than any Terminating Financial Institutions and, to the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and, to the extent applicable, of any Company in a Terminating Financial Institution’s Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction); provided, however, that if, after giving effect to any such Reinvestment, the Aggregate Capital plus the Adjusted LC Participation Amount would exceed the Purchase Limit then in effect, then the Servicers shall instead set aside and hold in trust for the Agent (for the benefit of the Purchasers), and shall, at the request of the Agent, segregate in a separate account approved by the Agent, a portion of such Collections and Deemed Collections that, together with the other Collections and Deemed Collections set aside pursuant to this paragraph, shall equal the amount necessary to cause the Aggregate Capital plus the Adjusted LC Participation Amount to not exceed such Purchase Limit (determined as if such Collections and Deemed Collections set aside had been applied to reduce the Aggregate Capital at such time), which amount shall be applied in accordance with Section 1.3 as an Aggregate Reduction in respect of Aggregate Capital on the following Settlement Date. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall deposit remit to the Funding Account (and Agent’s or applicable Purchaser’s account the Funding Agent shall promptly remit such funds to each applicable Payment Account, for distribution to the applicable Lenders), a portion of the Collections received by it amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment or applied in respect of an Aggregate Reduction and apply such amounts (after deduction of its Servicing Feeif not previously paid in accordance with Section 2.1) equal to the sum of the following amounts for application to the Obligations in the order specified: first, to the Funding Agent, the payment of all accrued and unpaid fees under the Funding Agent Fee Letter; provided that the aggregate amount payable pursuant to this clause “first” shall not exceed $200,000 in any one calendar year, second, ratably to the payment of all accrued and reduce unpaid CP Costs, Facility FeeYield and other Obligations and second, Interest and Broken Funding Costs (if any) that are then due and owingto reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and, thirdto the extent applicable, of each Company in a Terminating Financial Institution’s Purchaser Group, applied ratably to such Terminating Financial Institution and each such Company according to its respective Termination Percentage. If such Capital, CP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by any Servicer (i) if applicable, shall be remitted to the payment of Agent’s or applicable Purchaser’s account to the extent required to fund any Aggregate Reduction on such Settlement Date, (ii) shall be deposited into the LC Collateral Account until all amounts required to be deposited to the LC Collateral Amount in accordance with Section 1.10 have been deposited therein, (iii) to pay any accrued and unpaid fees under the Fee Letter Servicing Fee, and (if anyiv) that are then due and owing to any Lender or its Co-Agent, fourth, if required under Section 1.3 or 1.4, balance remaining thereafter shall be remitted from such Servicer to the ratable reduction of Sellers on such Settlement Date. Such Servicer shall use its reasonable best efforts to remit all deposit amounts to the outstanding principal of each of Agent’s or applicable Purchaser’s account no later than 1:00 p.m. (New York time) on such Settlement Date. Any such amounts not received by Agent or the Loans, and fifth, for applicable Purchaser by 2:00 pm (New York time) shall be deemed to be received on the ratable payment of all other unpaid Obligations of Borrower (including Prepaid Lender Amounts), if any, that are then due and owingnext succeeding Business Day. The balanceTerminating Financial Institution and the Company in such Terminating Financial Institution’s Purchaser Group shall be collectively allocated a ratable portion of Collections from its Termination Date until, with respect to a Terminating Financial Institution, such Terminating Financial Institution’s Capital, if any, shall be paid in full and, with respect to Borrower a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the Capital of such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 4.6(a)) of such Company or otherwise (ii) if there are no Related Financial Institutions with respect to such Company, the Capital of such Company shall be paid in full. The applicable ratable portion shall be calculated, with respect to any Terminating Financial Institution or applicable Company, on the Termination Date of each Terminating Financial Institution or applicable Company as a percentage equal to (i) the Capital of such Terminating Financial Institution or applicable Company outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Financial Institution’s and applicable Company’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s and each applicable Company’s Capital shall be reduced ratably with all Financial Institutions and Companies in accordance with Borrower’s instructions. Collections applied to the payment of Obligations of Borrower shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.2, shall be shared ratably (within each priority) among the applicable payees in accordance with the amount of such Obligations owing to each of them in respect of each such priority2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by Servicer shall be set aside and held in trust by Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by Servicer prior to the Amortization Date, (i) Servicer shall set aside the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall deposit remit to the Funding Account (and the account of, or designated by, each Funding Agent shall promptly remit such funds to each applicable Payment Account, for distribution to the applicable Lenders), a relevant portion of the Collections received by it amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment and apply such amounts (after deduction of its Servicing Feeif not previously paid in accordance with Section 2.1) equal to the sum of the following amounts for application to the Obligations in the order specified: first, to reduce the Funding Agentrelevant unpaid Obligations and second, to reduce the payment Capital of all accrued and unpaid fees under Purchaser Interests of Terminating Committed Purchasers in the Funding Agent Fee Letter; provided that the aggregate amount payable pursuant to this clause “first” shall not exceed $200,000 in any one calendar yearrelevant Conduit Group, second, applied ratably to the payment of all accrued each Terminating Committed Purchaser according to its respective Termination Percentage. If such Capital and unpaid CP Costs, Facility Fee, Interest and Broken Funding Costs (if any) that are then due and owing, third, ratably Obligations shall be reduced to zero with respect to the payment of all accrued and unpaid fees under the Fee Letter Purchasers in a Conduit Group, any additional Collections received by Servicer (i) if any) that are then due and owing to any Lender or its Co-Agent, fourth, if required under Section 1.3 or 1.4, to the ratable reduction of the outstanding principal of each of the Loans, and fifth, for the ratable payment of all other unpaid Obligations of Borrower (including Prepaid Lender Amounts), if any, that are then due and owing. The balance, if anyapplicable, shall be remitted to an account designated by the relevant Funding Agent no later than 12:00 p.m. (New York time) to the extent required to fund such Conduit Group’s Reduction Pro Rata Share of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the Liquidity Termination Date that such Terminating Committed Purchaser did not consent to extend (as to such Terminating Committed Purchaser, the “Termination Date”) until such Terminating Financing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to Borrower or otherwise (i) Capital of such Terminating Committed Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital shall be reduced ratably with all Committed Purchasers in accordance with Borrower’s instructions. Collections applied to the payment of Obligations of Borrower shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.2, shall be shared ratably (within each priority) among the applicable payees in accordance with the amount of such Obligations owing to each of them in respect of each such priority2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and (ii) Seller hereby sells and assigns to the Purchasers (other than any Terminating Financial Institutions), and the Purchasers hereby purchase additional Purchaser Interests (each such purchase being a “Reinvestment”), simultaneously with such receipt, with that portion of the balance of each and every Collection received by the Servicer that is part of any existing Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of all Purchaser Interests immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall deposit remit to the Funding Account (and Persons described below the Funding Agent shall promptly remit such funds to each applicable Payment Account, for distribution to the applicable Lenders), a portion of the Collections received by it amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment and apply such amounts (after deduction of its Servicing Feeif not previously paid in accordance with Section 2.1) equal to the sum of the following amounts for application to the Obligations in the order specified: first, to the Funding AgentServicer, the payment of all accrued and unpaid fees under the Funding Agent Fee Letter; provided that the aggregate amount payable to reduce any payments, if any, due to any Program F/X Counterparty pursuant to this clause “first” shall not exceed $200,000 in any one calendar yearHedging Arrangement on such Settlement Date other than Hedge Breakage Costs and Hedge Indemnity Costs (after giving effect to any netting provisions of applicable Hedge Arrangement), second, ratably to Agent, for the payment of all ratable distribution among the relevant Purchasers in each Purchase Groups in accordance with each Purchase Groups Pro Rata Share, to reduce accrued and unpaid CP Costs, Facility Fee, Interest Yield and Broken Funding Costs (if any) other Obligations that are then due and owingpayable, third, to the Agent, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions, applied ratably to the payment of all accrued each Terminating Financial Institution according to its respective Termination Percentage and unpaid fees under the Fee Letter (if any) that are then due and owing to any Lender or its Co-Agent, fourth, if required under Section 1.3 or 1.4to Servicer, to the ratable reduction of the outstanding principal of each of the Loans, reduce any Hedge Breakage Costs and fifth, for the ratable payment of all other unpaid Obligations of Borrower (including Prepaid Lender Amounts)Hedge Indemnity Costs, if any, that are then due and owingpayable on such Settlement Date to any Program F/X Counterparty pursuant to any Hedging Arrangement. The balanceIf such Capital, CP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if anyapplicable, shall be remitted to the Agent no later than 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction designated by the Seller on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the date of any termination of its Commitment pursuant to Section 12.3 (the “Termination Date”) until such Terminating Financing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to Borrower or otherwise (i) Capital of such Terminating Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Borrower’s instructions. Collections applied to the payment of Obligations of Borrower shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.2, shall be shared ratably (within each priority) among the applicable payees in accordance with the amount of such Obligations owing to each of them in respect of each such priority2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by Servicer shall be set aside and held in trust by Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by Servicer prior to the Amortization Date, (i) Servicer shall set aside the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall deposit remit to the Funding Account (and account of, or designated by, each Agent the Funding Agent shall promptly remit such funds to each applicable Payment Account, for distribution to the applicable Lenders), a relevant portion of the Collections received by it amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment and apply such amounts (after deduction of its Servicing Feeif not previously paid in accordance with Section 2.1) equal to the sum of the following amounts for application to the Obligations in the order specified: first, to reduce the Funding Agentrelevant unpaid Obligations and second, to reduce the payment Capital of all accrued and unpaid fees under Purchaser Interests of Terminating Committed Purchasers in the Funding Agent Fee Letter; provided that the aggregate amount payable pursuant to this clause “first” shall not exceed $200,000 in any one calendar yearrelevant Conduit Group, second, applied ratably to the payment of all accrued each Terminating Committed Purchaser according to its respective Termination Percentage. If such Capital and unpaid CP Costs, Facility Fee, Interest and Broken Funding Costs (if any) that are then due and owing, third, ratably Obligations shall be reduced to zero with respect to the payment of all accrued and unpaid fees under the Fee Letter Purchasers in a Conduit Group, any additional Collections received by Servicer (i) if any) that are then due and owing to any Lender or its Co-Agent, fourth, if required under Section 1.3 or 1.4, to the ratable reduction of the outstanding principal of each of the Loans, and fifth, for the ratable payment of all other unpaid Obligations of Borrower (including Prepaid Lender Amounts), if any, that are then due and owing. The balance, if anyapplicable, shall be remitted to an account designated by the relevant Agent no later than 12:00 p.m. (New York time) to the extent required to fund such Conduit Group’s Reduction Pro Rata Share of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the Liquidity Termination Date that such Terminating Committed Purchaser did not consent to extend (as to such Terminating Committed Purchaser, the “Termination Date”) until such Terminating Financing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to Borrower or otherwise (i) Capital of such Terminating Committed Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital shall be reduced ratably with all Committed Purchasers in accordance with Borrower’s instructions. Collections applied to the payment of Obligations of Borrower shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.2, shall be shared ratably (within each priority) among the applicable payees in accordance with the amount of such Obligations owing to each of them in respect of each such priority2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer (after the initial Purchase of a Receivable Interest hereunder) shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 1.5.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, the Seller hereby requests, and the Purchasers in each Group hereby agree to make, simultaneously with such receipt, a reinvestment (each, a “Reinvestment”) with each Group’s Percentage of each and every Collection received by the Servicer that is part of any Receivable Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Receivable Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall deposit to the Funding Account (and the Funding Agent shall promptly remit such funds to each applicable Payment Account, for distribution to the applicable Lenders), a portion Co-Agent’s respective account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the Collections received by it amounts set aside during the preceding Settlement Period that were not the subject of a Reinvestment and apply such amounts (after deduction of its Servicing Feeif not previously paid in accordance with Section 1.5.1) equal to the sum of the following amounts for application to the Obligations in the order specified: first, to the Funding Agent, the payment of all accrued and unpaid fees under the Funding Agent Fee Letter; provided that the aggregate amount payable pursuant to this clause “first” shall not exceed $200,000 in any one calendar year, second, ratably to the payment of all accrued and reduce unpaid CP Costs, Facility Fee, Interest Discount and Broken Funding Costs (if any) that are then due and owing, third, ratably other Obligations owing to the payment members of all accrued such Group. If such CP Costs, Discount and unpaid fees under other Obligations shall be reduced to zero, each Group’s Percentage of any additional Collections received by the Fee Letter Servicer shall (i) if any) that are then due and owing applicable, be remitted to any Lender or its the applicable Co-Agent, fourth, if required under Section 1.3 or 1.4, ’s account no later than 12:00 noon (Chicago time) to the ratable reduction extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) thereafter be remitted from the outstanding principal of each of the Loans, and fifth, for the ratable payment of all other unpaid Obligations of Borrower (including Prepaid Lender Amounts), if any, that are then due and owing. The balance, if any, shall be paid to Borrower or otherwise in accordance with Borrower’s instructions. Collections applied Servicer to the payment of Obligations of Borrower shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.2, shall be shared ratably (within each priority) among the applicable payees in accordance with the amount of Seller on such Obligations owing to each of them in respect of each such prioritySettlement Date.

Collections Prior to Amortization. On each Settlement Date prior to the Amortization Date, the Servicer shall deposit to the Funding Account (and the Funding Agent shall promptly remit such funds to each applicable Payment Lender Group Agent’s Account, for distribution to the applicable Lenders)Persons specified below, a portion of the from Collections received by it during the preceding related Settlement Period (after deduction of its Servicing Fee) equal to the sum of the following amounts for application to the Obligations in the order specified: first, ratably among each Lender Group in accordance with the Lender Group Shares, to the payment of all accrued and unpaid Yield, Interest and Broken Funding AgentCosts (if any) of each Lender Group that are then due and owing, second, ratably among each Lender Group in accordance with the Lender Group Shares, to the payment of all accrued and unpaid fees under the Funding Agent each Fee Letter; provided that the aggregate amount payable pursuant to this clause “first” shall not exceed $200,000 in any one calendar year, second, ratably to the payment of all accrued and unpaid CP Costs, Facility Fee, Interest and Broken Funding Costs Letter (if any) that are then due and owing, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing to any Lender or its Co-AgentServicing Fee, fourth, if required under Section 1.3 or 1.4, to the ratable reduction reduction, among each Lender Group in accordance with the Lender Group Shares, of the outstanding principal of each of the LoansAggregate Principal, and fifth, for the ratable payment payment, among each Lender Group in accordance with the Lender Group Shares, of all other unpaid Obligations of Borrower (including Prepaid Lender Amounts)Obligations, if any, that are then due and owing. The , and sixth, the balance, if any, shall be paid to Borrower or otherwise in accordance with Borrower’s instructions. Collections applied to the payment of Obligations of Borrower shall be distributed to each Lender Group Agent in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.2. Upon receipt of any such funds, each Lender Group Agent shall distribute such funds to the appropriate members of its Lender Group. If at any time any Collections are received by the Servicer on and after the Initial Funding Date and prior to the Facility Termination Date, Borrower hereby requests, and each Lender and the Agent hereby agrees, that such funds may be shared ratably reinvested by Borrower by purchasing additional Eligible Receivables (within each priorityeach, a “Reinvestment”) among such that after giving effect to such Reinvestment, the applicable payees in accordance with Aggregate Principal is less than or equal to the amount of such Obligations owing to each of them in respect of each such priorityBorrowing Limit.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution, shall set aside Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) Seller hereby requests and the Purchasers (other than any Terminating Financial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall deposit remit to the Funding Account (and Agent’s or applicable Purchaser’s account the Funding Agent shall promptly remit such funds to each applicable Payment Account, for distribution to the applicable Lenders), a portion of the Collections received by it amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment and apply such amounts (after deduction of its Servicing Feeif not previously paid in accordance with Section 2.1) equal to the sum of the following amounts for application to the Obligations in the order specified: first, to reduce unpaid Obligations and second, to reduce the Funding Agent, the payment Capital of all accrued and unpaid fees under the Funding Agent Fee Letter; provided that the aggregate amount payable pursuant to this clause “first” shall not exceed $200,000 in any one calendar yearPurchaser Interests of Terminating Financial Institutions, second, applied ratably to each Terminating Financial Institution according to its respective Termination Percentage. If such Capital and Obligations shall be reduced to zero, any additional Collections received by the payment of all accrued and unpaid CP Costs, Facility Fee, Interest and Broken Funding Costs Servicer (i) if any) that are then due and owing, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing to any Lender or its Co-Agent, fourth, if required under Section 1.3 or 1.4, to the ratable reduction of the outstanding principal of each of the Loans, and fifth, for the ratable payment of all other unpaid Obligations of Borrower (including Prepaid Lender Amounts), if any, that are then due and owing. The balance, if anyapplicable, shall be remitted to the Agent’s or applicable Purchaser’s account no later than 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the Liquidity Termination Date that such Terminating Financial Institution did not consent to extend (as to such Terminating Financial Institution, the “Liquidity Provider Termination Date”), until such Terminating Financial Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Liquidity Provider Termination Date of each Terminating Financial Institution as a percentage equal to Borrower or otherwise (i) Capital of such Terminating Financial Institution outstanding on its Liquidity Provider Termination Date, divided by (ii) the Aggregate Capital outstanding on such Liquidity Provider Termination Date (the “Termination Percentage”). Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Borrower’s instructions. Collections applied to the payment of Obligations of Borrower shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.2, shall be shared ratably (within each priority) among the applicable payees in accordance with the amount of such Obligations owing to each of them in respect of each such priority2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and (ii) Seller hereby sells and assigns to the Purchasers (other than any Terminating Financial Institutions), and the Purchasers hereby purchase additional Purchaser Interests (each such purchase being a “Reinvestment”), simultaneously with such receipt, with that portion of the balance of each and every Collection received by the Servicer that is part of any existing Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of all Purchaser Interests immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall deposit remit to the Funding Account (and Persons described below the Funding Agent shall promptly remit such funds to each applicable Payment Account, for distribution to the applicable Lenders), a portion of the Collections received by it amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment and apply such amounts (after deduction of its Servicing Feeif not previously paid in accordance with Section 2.1) equal to the sum of the following amounts for application to the Obligations in the order specified: first, to the Funding AgentServicer, the payment of all accrued and unpaid fees under the Funding Agent Fee Letter; provided that the aggregate amount payable to reduce any payments, if any, due to any Program F/X Counterparty pursuant to this clause “first” shall not exceed $200,000 in any one calendar yearHedging Arrangement on such Settlement Date other than Hedge Breakage Costs and Hedge Indemnity Costs (after giving effect to any netting provisions of applicable Hedge Arrangement), second, ratably to Agent, for the payment of all ratable distribution among the relevant Purchasers in each Purchase Groups in accordance with each Purchase Groups Pro Rata Share, to reduce accrued and unpaid CP Costs, Facility Fee, Interest Yield and Broken Funding Costs (if any) other Obligations that are then due and owingpayable, third, to the Agent, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions, applied ratably to the payment of all accrued each Terminating Financial Institution according to its respective Termination Percentage and unpaid fees under the Fee Letter (if any) that are then due and owing to any Lender or its Co-Agent, fourth, if required under Section 1.3 or 1.4to Servicer, to the ratable reduction of the outstanding principal of each of the Loans, reduce any Hedge Breakage Costs and fifth, for the ratable payment of all other unpaid Obligations of Borrower (including Prepaid Lender Amounts)Hedge Indemnity Costs, if any, that are then due and owingpayable on such Settlement Date to any Program F/X Counterparty pursuant to any Hedging Arrangement. The balanceIf such Capital, CP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if anyapplicable, shall be paid to Borrower or otherwise in accordance with Borrower’s instructions. Collections applied remitted to the payment of Obligations of Borrower Agent no later than 12:00 noon (New York City time) to the extent required to fund any Aggregate Reduction designated by the Seller on such Settlement Date and (ii) any balance remaining thereafter shall be distributed remitted from the Servicer to Seller on such Settlement Date and may be used by Seller to purchase additional Receivables or make payments in respect of Subordinated Loans (as defined in any applicable Receivables Sale Agreement) in accordance with the aforementioned provisions, and, giving effect to each terms of the priorities set forth above in this Section 2.2, applicable Receivables Sale Agreement. Each Terminating Financial Institution shall be shared allocated a ratable portion of Collections from the date of any termination of its Commitment pursuant to Section 12.3 (the “Termination Date”) until such Terminating Financing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to (i) Capital of such Terminating Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably (within each priority) among the applicable payees with all Financial Institutions in accordance with the amount of such Obligations owing to each of them in respect of each such prioritySection 2.3.

Collections Prior to Amortization. Prior to the --------------------------------- Amortization Date, any Collections and/or Deemed Collections received by the Servicer (after the initial purchase of a Purchaser Interest hereunder and on or prior to the Amortization Date of such Purchaser Interest) shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids up to the amount necessary to fund such Aggregate Unpaids. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, Seller hereby requests and the Purchasers hereby agree to make, simultaneously with such receipt, a reinvestment (each a "Reinvestment") with that portion of each and every ------------ Collection received by the Servicer that is part of any Purchaser Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall deposit remit to the Funding Account (and Agent's account the Funding Agent shall promptly remit such funds to each applicable Payment Account, for distribution to the applicable Lenders), a portion of the Collections received by it amounts set aside during the preceding Settlement Period and apply such amounts (after deduction of its Servicing Feeif not previously paid in accordance with Section 2.1) equal to the sum of the following amounts for application to the Obligations in the order specified: first, to the Funding Agent, the payment of all accrued and unpaid fees under the Funding Agent Fee Letter; provided that the aggregate amount payable pursuant to this clause “first” shall not exceed $200,000 in any one calendar year, second, ratably to the payment of all accrued and reduce unpaid CP Costs, Facility FeeYield and other ----------- Obligations. If such CP Costs, Interest Yield and Broken Funding Costs other Obligations shall be reduced to zero, any additional Collections and/or Deemed Collections received by the Servicer shall (i) if any) that are then due and owingapplicable, third, ratably be remitted to the payment of all accrued and unpaid fees under the Fee Letter Agent's account no later than 11:00 a.m. (if anyChicago time) that are then due and owing to any Lender or its Co-Agent, fourth, if required under Section 1.3 or 1.4, to the ratable reduction of extent required to fund any Aggregate Reduction on such Settlement Date and (ii) thereafter be remitted from the outstanding principal of each of the Loans, and fifth, for the ratable payment of all other unpaid Obligations of Borrower (including Prepaid Lender Amounts), if any, that are then due and owing. The balance, if any, shall be paid Servicer to Borrower or otherwise in accordance with Borrower’s instructions. Collections applied to the payment of Obligations of Borrower shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.2, shall be shared ratably (within each priority) among the applicable payees in accordance with the amount of Seller on such Obligations owing to each of them in respect of each such prioritySettlement Date.

Collections Prior to Amortization. On each Settlement Date prior to the Amortization Date, the Servicer shall deposit to the Funding Account (and the Funding applicable Co-Agent shall promptly remit such funds to each applicable Payment Account, for distribution to the applicable Lenders), a portion of the Collections received by it during the preceding Settlement Period (after deduction of its Servicing Fee) equal to the sum of the following amounts for application to the Obligations in the order specified: first, to the Funding Agent, the payment of all accrued and unpaid fees under the Funding Agent Fee Letter; provided that the aggregate amount payable pursuant to this clause “first” shall not exceed $200,000 in any one calendar year, second, ratably to the payment of all accrued and unpaid CP Costs, Facility Fee, Interest and Broken Funding Costs (if any) that are then due and owing, thirdsecond, ratably to the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing to any Lender the applicable Conduit or its Co-Agent, fourththird, if required under Section 1.3 or 1.4, to the ratable reduction of the outstanding principal of each applicable Conduit’s Percentage of the LoansAggregate Principal, and fifthfourth, for the ratable payment of all other unpaid Obligations of Borrower (including Prepaid Lender Amounts)Borrower, if any, that are then due and owing. The balance, if any, shall be paid to Borrower or otherwise in accordance with Borrower’s instructions. Collections applied to the payment of Obligations of Borrower shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.2, shall be shared ratably (within each priority) among the applicable payees Co-Agent and the Lenders in its Conduit Group in accordance with the amount of such Obligations owing to each of them in respect of each such priority.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections received by the Servicer (including any Deemed Collections paid by Seller to Servicer) shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and (ii) Seller hereby requests and the Purchasers (other than any Terminating Financial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a "Reinvestment") with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall deposit remit to the Funding Account (and the Funding Agent shall promptly remit such funds to each applicable Payment Account, for distribution to the applicable Lenders), a portion of Agent's account the Collections (including any Deemed Collections) received by it the Servicer which have been set aside during the preceding Settlement Period and have not been subject to a Reinvestment and apply such amounts (after deduction of its Servicing Feeif not previously paid in accordance with Section 2.1) equal to the sum of the following amounts for application to the Obligations in the order specified: first, to reduce unpaid Obligations and second, to reduce the Funding Agent, the payment Capital of all accrued and unpaid fees under the Funding Agent Fee Letter; provided that the aggregate amount payable pursuant to this clause “first” shall not exceed $200,000 in any one calendar yearPurchaser Interests of Terminating Financial Institutions, second, applied ratably to the payment of all accrued and unpaid CP Costs, Facility Fee, Interest and Broken Funding Costs (if any) that are then due and owing, third, ratably each Terminating Financial Institution according to the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing to any Lender or its Co-Agent, fourth, if required under Section 1.3 or 1.4, to the ratable reduction of the outstanding principal of each of the Loans, and fifth, for the ratable payment of all other unpaid Obligations of Borrower (including Prepaid Lender Amounts), if any, that are then due and owingTermination Percentage. The balance, if any, shall be paid to Borrower or otherwise in accordance with Borrower’s instructions. Collections applied to the payment of Obligations of Borrower shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.2, shall be shared ratably (within each priority) among the applicable payees in accordance with the amount of such Obligations owing to each of them in respect of each such priority.If

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by each Servicer shall be set aside and held in trust by such Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections fifth amended and restated receivables purchase agreement are received by any Servicer prior to the Amortization Date, each Seller hereby requests and the Purchasers hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by any Servicer that is part of any Purchaser Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall deposit remit to the Funding Account (and Agent’s or applicable Purchaser’s account the Funding Agent shall promptly remit such funds to each applicable Payment Account, for distribution to the applicable Lenders), a portion of the Collections received by it amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment and apply such amounts (after deduction of its Servicing Feeif not previously paid in accordance with Section 2.1) equal to the sum of the following amounts for application to the Obligations in the order specified: first, to the Funding Agent, the payment of all accrued and unpaid fees under the Funding Agent Fee Letter; provided that the aggregate amount payable pursuant to this clause “first” shall not exceed $200,000 in any one calendar year, second, ratably to the payment of all accrued and reduce unpaid CP Costs, Facility FeeYield and other Obligations. If such Capital, Interest CP Costs, Yield and Broken Funding Costs other Obligations shall be reduced to zero, any additional Collections received by any Servicer (i) if any) that are then due and owing, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing to any Lender or its Co-Agent, fourth, if required under Section 1.3 or 1.4, to the ratable reduction of the outstanding principal of each of the Loans, and fifth, for the ratable payment of all other unpaid Obligations of Borrower (including Prepaid Lender Amounts), if any, that are then due and owing. The balance, if anyapplicable, shall be paid to Borrower or otherwise in accordance with Borrower’s instructions. Collections applied remitted to the payment of Obligations of Borrower Agent’s or applicable Purchaser’s account to the extent required to fund any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be distributed remitted from such Servicer to the Sellers on such Settlement Date. Such Servicer shall use its reasonable best efforts to remit all deposit amounts in accordance with the aforementioned provisions, and, giving effect to each of Agent’s or applicable Purchaser’s account no later than 12:00 noon (Chicago time) on such Settlement Date. Any such amounts not received by Agent or the priorities set forth above in this Section 2.2, applicable Purchaser by 1:00 pm (Chicago time) shall be shared ratably (within each priority) among deemed to be received on the applicable payees in accordance with the amount of such Obligations owing to each of them in respect of each such prioritynext succeeding Business Day.

Collections Prior to Amortization. On Prior to the Amortization Date, any Collections and/or Deemed Collections received by each Servicer shall be set aside and held in trust by such Servicer for the benefit of the Secured Parties for the payment of any accrued and unpaid Aggregate Unpaids, for deposit into the LC Collateral Account or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by any Servicer prior to the Amortization Date, (i) such Servicer shall deposit any amounts required to be deposited by its related Seller or Sellers to the LC Collateral Account pursuant to Section 1.10, shall set aside the Termination Percentage (hereinafter defined) of Collections and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and of each Company in a Terminating Financial Institution’s Purchaser Group, shall set aside Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) subject to Sections 8.4 and 8.5(b), each Seller hereby requests and the Purchasers (other than any Terminating Financial Institutions and, to the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and, to the extent applicable, of any Company in a Terminating Financial Institution’s Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction); provided, however, that if, after giving effect to any such Reinvestment, the Aggregate Capital plus the Adjusted LC Participation Amount would exceed the Purchase Limit then in effect, then the Servicers shall instead set aside and hold in trust for the Agent (for the benefit of the Purchasers), and shall, at the request of the Agent, segregate in a separate account approved by the Agent, a portion of such Collections and Deemed Collections that, together with the other Collections and Deemed Collections set aside pursuant to this paragraph, shall equal the amount necessary to cause the Aggregate Capital plus the Adjusted LC Participation Amount to not exceed such Purchase Limit (determined as if such Collections and Deemed Collections set aside had been applied to reduce the Aggregate Capital at such time), which amount shall be applied in accordance with Section 1.3 as an Aggregate Reduction in respect of Aggregate Capital on the following Settlement Date. Subject to Sections 8.4 and 8.5(b), on each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall deposit remit to the Funding Account (and Agent’s or applicable Purchaser’s account the Funding Agent shall promptly remit such funds to each applicable Payment Account, for distribution to the applicable Lenders), a portion of the Collections received by it amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment or applied in respect of an Aggregate Reduction and apply such amounts (after deduction of its Servicing Feeif not previously paid in accordance with Section 2.1) equal to the sum of the following amounts for application to the Obligations in the order specified: first, to the Funding Agent, the payment of all accrued and unpaid fees under the Funding Agent Fee Letter; provided that the aggregate amount payable pursuant to this clause “first” shall not exceed $200,000 in any one calendar year, second, ratably to the payment of all accrued and reduce unpaid CP Costs, Facility FeeYield and other Obligations and second, Interest and Broken Funding Costs (if any) that are then due and owingto reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and, thirdto the extent applicable, of each Company in a Terminating Financial Institution’s Purchaser Group, applied ratably to such Terminating Financial Institution and each such Company according to its respective Termination Percentage. If such Capital, CP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by any Servicer (i) if applicable, shall be remitted to the payment of Agent’s or applicable Purchaser’s account to the extent required to fund any Aggregate Reduction on such Settlement Date, (ii) shall be deposited into the LC Collateral Account until all amounts required to be deposited to the LC Collateral Account in accordance with Section 1.10 have been deposited therein, (iii) to pay any accrued and unpaid fees under Servicing Fee, and (iv) any balance remaining thereafter shall be retained by such Servicer for application in accordance with the Fee Letter (if any) that are then due and owing Receivables Sale Agreements on such Settlement Date. Such Servicer shall use its reasonable best efforts to any Lender or its Co-Agent, fourth, if required under Section 1.3 or 1.4, remit all such amounts to the ratable reduction of Agent’s or applicable Purchaser’s account no later than 1:00 p.m. (New York time) on such Settlement Date. Any such amounts not received by Agent or the outstanding principal of each of applicable Purchaser by 2:00 pm (New York time) shall be deemed to be received on the Loans, and fifth, for the ratable payment of all other unpaid Obligations of Borrower (including Prepaid Lender Amounts), if any, that are then due and owingnext succeeding Business Day. The balanceTerminating Financial Institution and the Company in such Terminating Financial Institution’s Purchaser Group shall be collectively allocated a ratable portion of Collections from its Termination Date until, with respect to a Terminating Financial Institution, such Terminating Financial Institution’s Capital, if any, shall be paid in full and, with respect to Borrower a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the Capital of such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 4.6(a)) of such Company or otherwise (ii) if there are no Related Financial Institutions with respect to such Company, the Capital of such Company shall be paid in full. The applicable ratable portion shall be calculated, with respect to any Terminating Financial Institution or applicable Company, on the Termination Date of each Terminating Financial Institution or applicable Company as a percentage equal to (i) the Capital of such Terminating Financial Institution or applicable Company outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Financial Institution’s and applicable Company’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s and each applicable Company’s Capital shall be reduced ratably with all Financial Institutions and Companies in accordance with Borrower’s instructions. Collections applied to the payment of Obligations of Borrower shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.2, shall be shared ratably (within each priority) among the applicable payees in accordance with the amount of such Obligations owing to each of them in respect of each such priority2.3.

Collections Prior to Amortization. On each Settlement Date prior to the Amortization Date, the Servicer shall deposit to the Funding Account (and the Funding applicable Co-Agent shall promptly remit such funds to each applicable Payment Account, for distribution to the applicable Lenders), a portion of the Collections received by it during the preceding Settlement Period (after deduction of its Servicing Fee) equal to the sum of the following amounts for application to the Obligations in the order specified: first, to the Funding Agent, the payment of all accrued and unpaid fees under the Funding Agent Fee Letter; provided that the aggregate amount payable pursuant to this clause “first” shall not exceed $200,000 in any one calendar year, secondFIRST, ratably to the payment of all accrued and unpaid CP Costs, Facility Fee, Interest and Broken Funding Costs (if any) that are then due and owing, thirdSECOND, ratably to the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing to any Lender the applicable Conduit or its Co-Agent, fourthTHIRD, if required under Section 1.3 or 1.4, to the ratable reduction of the outstanding principal of each applicable Conduit's Percentage of the LoansAggregate Principal, and fifthFOURTH, for the ratable payment of all other unpaid Obligations of Borrower (including Prepaid Lender Amounts)Borrower, if any, that are then due and owing. The balance, if any, shall be paid to Borrower or otherwise in accordance with Borrower’s 's instructions. Collections applied to the payment of Obligations of Borrower shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.2, shall be shared ratably (within each priority) among the applicable payees Co-Agent and the Lenders in its Conduit Group in accordance with the amount of such Obligations owing to each of them in respect of each such priority.

Collections Prior to Amortization. On each Settlement Date prior to the Amortization Date, the Servicer shall deposit to the Funding Account (and the Funding applicable Co-Agent shall promptly remit such funds to each applicable Payment Account, for distribution to the applicable Lenders)Secured Parties in each Lender Group, a portion of the Collections received by it during the preceding Settlement Calculation Period (after deduction of its Servicing Fee) equal to the sum of the following amounts for application to the Obligations in the order specified: first, to the Funding Agent, the payment of all accrued and unpaid fees under the Funding Agent Fee Letter; provided that the aggregate amount payable pursuant to this clause “first” shall not exceed $200,000 in any one calendar year, second, ratably to the payment of all accrued and unpaid CP Costs, Facility Fee, Interest and Broken Funding Costs (if any) that are then due and owing, third; second, ratably to the payment of all accrued and unpaid fees accrued during the most recently ended Calculation Period under the Fee Letter (if any) that are then due and owing to any Lender the applicable Conduit or its Co-Agent, fourth; third, if required under Section 1.3 or 1.4, (i) first, to the ratable reduction of the Aggregate Principal (ratably among the Lenders based upon the outstanding principal balances of each their respective Loans) and (ii) second, into the LC Collateral Account for the benefit of the LoansLC Bank and the LC Participants (it being understood and agreed that any amount so distributed to the LC Collateral Account shall be deposited directly therein, rather than to the applicable Co-Agent Account); and fifthfourth, for the ratable payment of all other unpaid Obligations of Borrower (including Prepaid Lender Amounts)Borrowers, if any, that are then due and owing. The balance, if any, shall be paid to Borrower the Collection Agent, on behalf of Borrowers, or otherwise in accordance with Borrowerthe Collection Agent’s instructions. Collections applied to the payment of Obligations of Borrower Borrowers shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.2, shall be shared ratably (within each priority) among the applicable payees Secured Parties in its Lender Group in accordance with the amount of such Obligations owing to each of them in respect of each such priority.

Collections Prior to Amortization. On Prior to the Amortization Date, any Collections and/or Deemed Collections received by each Servicer shall be set aside and held in trust by such Servicer for the benefit of the Secured Parties for the payment of any accrued and unpaid Aggregate Unpaids, for deposit into the LC Collateral Account or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by any Servicer prior to the Amortization Date, (i) such Servicer shall deposit any amounts required to be deposited by its related Seller or Sellers to the LC Collateral Account pursuant to Section 1.10, shall set aside the Termination Percentage (hereinafter defined) of Collections and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and of each Company in a Terminating Financial Institution’s Purchaser Group, shall set aside Collections to be used to effect any Aggregate Reduction in accordance with Section 1.3 and shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date and (ii) subject to Sections 8.4 and 8.5(b), each Seller hereby requests and the Purchasers (other than any Terminating Financial Institutions and, to the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and, to the extent applicable, of any Company in a Terminating Financial Institution’s Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction); provided, however, that if, after giving effect to any such Reinvestment, the Aggregate Capital plus the Adjusted LC Participation Amount would exceed the Purchase Limit then in effect, then the Servicers shall instead set aside and hold in trust for the Agent (for the benefit of the Purchasers), and shall, at the request of the Agent, segregate in a separate account approved by the Agent, a portion of such Collections and Deemed Collections that, together with the other Collections and Deemed Collections set aside pursuant to this paragraph, shall equal the amount necessary to cause the Aggregate Capital plus the Adjusted LC Participation Amount to not exceed such Purchase Limit (determined as if such Collections and Deemed Collections set aside had been applied to reduce the Aggregate Capital at such time), which amount shall be applied in accordance with Section 1.3 as an Aggregate Reduction in respect of Aggregate Capital on the following Settlement Date. Subject to Sections 8.4 and 8.5(b), on each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall deposit remit to the Funding Account (and Agent’s or applicable Purchaser’s account the Funding Agent shall promptly remit such funds to each applicable Payment Account, for distribution to the applicable Lenders), a portion of the Collections received by it amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment or applied in respect of an Aggregate Reduction and apply such amounts (after deduction of its Servicing Feeif not previously paid in accordance with Section 2.1) equal to the sum of the following amounts for application to the Obligations in the order specified: first, to the Funding Agent, the payment of all accrued and unpaid fees under the Funding Agent Fee Letter; provided that the aggregate amount payable pursuant to this clause “first” shall not exceed $200,000 in any one calendar year, second, ratably to the payment of all accrued and reduce unpaid CP Costs, Facility FeeYield and other Obligations and second, Interest and Broken Funding Costs (if any) that are then due and owingto reduce the Capital of all Purchaser Interests of Terminating Financial Institutions and, thirdto the extent applicable, of each Company in a Terminating Financial Institution’s Purchaser Group, applied ratably to such Terminating Financial Institution and each such Company according to its respective Termination Percentage. If such Capital, CP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by any Servicer (i) if applicable, shall be remitted to the payment of Agent’s or applicable Purchaser’s account to the extent required to fund any Aggregate Reduction on such Settlement Date, (ii) shall be deposited into the LC Collateral Account until all amounts required to be deposited to the LC Collateral Account in accordance with Section 1.10 have been deposited therein, (iii) to pay any accrued and unpaid fees under the Fee Letter Servicing Fee, and (if anyiv) that are then due and owing to any Lender or its Co-Agent, fourth, if required under Section 1.3 or 1.4, balance remaining thereafter shall be remitted from such Servicer to the ratable reduction of Sellers on such Settlement Date. Such Servicer shall use its reasonable best efforts to remit all deposit amounts to the outstanding principal of each of Agent’s or applicable Purchaser’s account no later than 1:00 p.m. (New York time) on such Settlement Date. Any such amounts not received by Agent or the Loans, and fifth, for applicable Purchaser by 2:00 pm (New York time) shall be deemed to be received on the ratable payment of all other unpaid Obligations of Borrower (including Prepaid Lender Amounts), if any, that are then due and owingnext succeeding Business Day. The balanceTerminating Financial Institution and the Company in such Terminating Financial Institution’s Purchaser Group shall be collectively allocated a ratable portion of Collections from its Termination Date until, with respect to a Terminating Financial Institution, such Terminating Financial Institution’s Capital, if any, shall be paid in full and, with respect to Borrower a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the Capital of such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 4.6(a)) of such Company or otherwise (ii) if there are no Related Financial Institutions with respect to such Company, the Capital of such Company shall be paid in full. The applicable ratable portion shall be calculated, with respect to any Terminating Financial Institution or applicable Company, on the Termination Date of each Terminating Financial Institution or applicable Company as a percentage equal to (i) the Capital of such Terminating Financial Institution or applicable Company outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Financial Institution’s and applicable Company’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s and each applicable Company’s Capital shall be reduced ratably with all Financial Institutions and Companies in accordance with Borrower’s instructions. Collections applied to the payment of Obligations of Borrower shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.2, shall be shared ratably (within each priority) among the applicable payees in accordance with the amount of such Obligations owing to each of them in respect of each such priority2.3.

Collections Prior to Amortization. On each Settlement Date prior to the Amortization Date, the Servicer shall deposit to the Funding Account (and the Funding applicable Co-Agent shall promptly remit such funds to each applicable Payment Account, for distribution to the applicable Lenders)Lenders and, during the Term Period, the Term-Out Liquidity Banks in each Conduit Group, a portion of the Collections received by it during the preceding Settlement Period (after deduction of its Servicing Fee) equal to the sum of the following amounts for application to the Obligations in the order specified: first, to the Funding Agent, the payment of all accrued and unpaid fees under the Funding Agent Fee Letter; provided that the aggregate amount payable pursuant to this clause “first” shall not exceed $200,000 in any one calendar year, second, ratably to the payment of all accrued and unpaid CP Costs, Facility FeeInterest, Excess Interest (if applicable) and Broken Funding Costs (if any) that are then due and owing, thirdsecond, ratably to the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing to any Lender the applicable Conduit or its Co-Agent, fourththird, if required under Section 1.3 or 1.4, to the ratable reduction of the outstanding principal of each applicable Conduit’s Percentage of the LoansAggregate Principal, and fifthfourth, for the ratable payment of all other unpaid Obligations of Borrower (including Prepaid Lender Amounts)Borrowers, if any, that are then due and owing. The balance, if any, shall be paid to Borrower the Collection Agent, on behalf of Borrowers, or otherwise in accordance with Borrowerthe Collection Agent’s instructions. Collections applied to the payment of Obligations of Borrower Borrowers shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.2, shall be shared ratably (within each priority) among the applicable payees Co-Agent and the Lenders in its Conduit Group in accordance with the amount of such Obligations owing to each of them in respect of each such priority.