Common use of Payments and Computations, Etc Clause in Contracts

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon (New York, New York time) on the day when due in same day funds to the account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (b) and all computations of Discount, fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof so that funds are received by the Lenders no later than noon (New York, New York time) 1:00 p.m. on the day when due in same day lawful money of the United States (including, with respect to Foreign Currency Loan Assets, pursuant to Hedging Agreements) in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and Administrative Agent. The Borrower or the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may beapplicable, shall, to the extent permitted by law, pay to the Secured Parties interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, to any of the Secured Parties hereunder at an interest rate equal to 2.002.25% per annum above the Base Rate (other than with respect to any Advances outstanding, which shall accrue at the Yield Rate), payable on demand, from the date of such nonpayment until such amount is paid in full (as well after as before judgment); provided, provided that such interest rate shall not at any time exceed the maximum rate permitted by applicable Applicable Law. (c) . Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. All computations of interest under clause (b) and all computations of Discount, fees Yield and other amounts fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (or including the first but excluding the last day) elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate. (b) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Administrative Agent and the Lender Agents pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence or willful misconduct of, or failure to fund such payment Advance on the part of, the Lenders, the Administrative Agent or depositan Affiliate thereof as determined in a final decision by a court of competent jurisdiction, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any loss, cost or expense incurred by such Lender related thereto (other than any such loss, cost or expense solely due to the gross negligence or willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or an Affiliate thereof as determined in a final decision by a court of competent jurisdiction), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses but excluding lost profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Facility Document to the Administrative Agent or any Secured Party shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon (New York, New York time) on the day when due in same day funds to the account for each Purchaser Lender maintained by the applicable Purchaser Facility Agent as may be designated from time to time by such Purchaser Facility Agent to the Seller Borrower and the Servicer. All amounts received after 1:00 4:00 p.m. (New York, New York city time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Facility Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers Lenders in its Purchaser Lender Group to the Purchasers Lenders within its Purchaser Lender Group ratably (x) in the case of such amounts paid in respect of Discount Interest and fees, according to the Discount Interest and fees payable to such Purchasers Lenders and (y) in the case of such amounts paid in respect of Capital the Aggregate Principal Balance (or in respect of any other obligations other than Discount Interest and fees), according to the outstanding Capital portions of the Aggregate Principal Balance funded by such PurchasersLenders. (b) The Seller Borrower (with respect to amounts payable by the SellerBorrower) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller Borrower or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Default Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (b) and all computations of DiscountInterest, fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount Interest or other amounts calculated by reference to the Base Rate) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon 2:00 p.m. (New York, New York City time) on the day when due in same day funds to the each account for each Purchaser maintained designated by the applicable Purchaser Agent as may be designated from time to time by Agents (for the benefit of the Purchasers in such Purchaser Agent to Agent’s Purchaser Group) and/or the Seller and the ServicerAdministration Account, as applicable. All amounts received after 1:00 p.m. (New York, New 2:00 p.m.(New York City time) will be deemed to have been received on the next Business Day. Amounts payable hereunder to or for the benefit of the Administrator, the Purchasers or the Purchaser Agents (or their related Affected Persons or Indemnified Parties) shall be distributed as follows: (i) Any amounts to be distributed by or on behalf of the Administrator hereunder to any Purchaser Agent, Purchaser or Purchaser Group shall be distributed to the account specified in writing from time to time by the applicable Purchaser Agent to the Administrator, and the Administrator shall have no obligation to distribute any such amounts unless and until it actually receives payment of such amounts by the Seller or the Servicer, as applicable, in the Administration Account. Except as expressly set forth hereinherein (including, without limitation, as set forth in Section 1.4(b)(iii) with respect to Collections held in trust for Declining Conduit Purchasers and Exiting Purchasers), the Administrator shall distribute (or cause to be distributed) such amounts to the Purchaser Agents for the Purchasers within their respective Purchaser Groups ratably (x) in the case of such amounts paid in respect of Discount and Fees, according to the Discount and Fees payable to the Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and Fees), according to the outstanding Capital funded by the Purchasers. (ii) Except as expressly set forth herein (including, without limitation, as set forth in Section 1.4(b)(iii) with respect to Collections held in trust for Declining Conduit Purchasers and Exiting Purchasers), each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and feesFees, according to the Discount and fees Fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and feesFees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.002.0% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (b) and all computations of Discount, fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days366, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) days for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon 12:00 p.m. (New York, New York City time) on the day when due in same day immediately available funds to the applicable account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time designated in writing by such Purchaser Agent to the Seller and the ServicerAdministrator. All amounts received after 1:00 12:00 p.m. (New York, New York City time) will be deemed to have been received on the next Business Day. Except as expressly set forth hereinherein (including, each without limitation, as set forth in Sections 1.4(b)(ii) or (iii) with respect to Collections held in trust for Exiting Purchasers), the Administrator shall promptly (and, if reasonably practicable, on the day it receives such amounts) distribute to the applicable Purchaser Agent shall distribute the amounts paid to received by it hereunder for the benefit of the Purchasers in its within such Purchaser Group Agent’s Purchaser Group, and such Purchaser Agent shall promptly thereafter distribute such amounts received by it to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and feesFees, according to the Discount and fees Fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and feesFees), according to the outstanding Capital funded by such Purchasers. Unless the Administrator shall have received notice from Seller prior to the date on which any payment is due to the Administrator for the account of any Purchasers hereunder that the Seller (or the Servicer on its behalf) will not make such payment (including because Collections are not available therefor), the Administrator may assume that the Seller has made or will make such payment on such date in accordance herewith and may (but shall not be obligated to), in reliance upon such assumption, distribute to the Purchaser Agents the amount due. In such event, if the Seller (or the Servicer on its behalf) has not in fact made such payment, then each Purchaser Agent severally agrees to repay to the Administrator forthwith on demand the amount so distributed to such Purchaser Agent, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrator, at the greater of the Federal Funds Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.002.0% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (bSection 1.6(b) and all computations of Discount, fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days366, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) days for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller a Loan Party or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon (New York, New York time) 1:00 p.m. on the day when due in same day Dollars or in such other Eligible Currency in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may Administrative Agent. Any Obligation hereunder shall not be designated from time to time reduced by such Purchaser Agent to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect any distribution of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not portion of Available Collections if at any time exceed such distribution is rescinded or required to be returned by any Lender to the maximum rate permitted by Borrower or any other Person for any reason. Each Advance shall accrue interest at the applicable Law. (c) Yield Rate for its Eligible Currency for each day during each applicable Remittance Period. All computations of interest under clause (b) and all computations of Discount, fees with respect to the Yield and other amounts hereunder the Yield Rate shall be made computed on the basis of a year of 360 three hundred and sixty (360) days (or 365 or 366 days, as applicable, and the actual number of days elapsed; provided that with respect to Discount or other amounts calculated by reference to GBP Advances, such computations shall be computed on the Base Ratebasis of a year of three hundred and sixty-five (365) for days and the actual number of days elapsed. Each Advance shall accrue interest at the Yield Rate for each day beginning on, and including, the Advance Date with respect to such Advance and ending on, but excluding, the date such Advance is repaid in full. (b) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. To the extent that Available Collections are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.04(a)(v) and Section 2.04(b)(i), such payment unpaid amounts shall remain due and owing and shall be payable on the next succeeding Payment Date until repaid in full. (c) If any Advance requested by the Borrower pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence or depositwillful misconduct of, or failure to fund such Advance on the part of, the Lenders, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any loss, cost or expense incurred by such Lender related thereto, including, any loss (including cost of funds and out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon 2:00 p.m. (New York, New York City time) on the day when due in same day funds to the account for each Purchaser maintained by the applicable Purchaser Agent (or such other account as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer); provided, however, that if the Seller or the Servicer has set aside and is holding in trust (and at the request of the Administrator, segregates in a separate account approved by the Administrator) such amounts and fails to pay or deposit any such amounts when due as a result of a Force Majeure Event then the Seller or the Servicer shall have one (1) Business Day (in addition to the two (2) Business Days provided in paragraph (a)(ii) of Exhibit V) to pay or deposit such amounts before the occurrence of Termination Event as a result of the Seller’s or the Servicer’s failure to pay or deposit such amounts. All amounts received after 1:00 2:00 p.m. (New York, New York City time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.002.0% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (bSection 1.6(b) and all computations of Discount, fees Fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days366, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) days for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon (New York, New York time) 5:00 p.m. on the day when due in same day Dollars in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and Administrative Agent. The Borrower or the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may beapplicable, shall, to the extent permitted by law, pay to the Secured Parties interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, to any of the Secured Parties hereunder at an interest rate equal to 2.002.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at the LIBOR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in full (as well after as before judgment); provided, provided that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each LIBOR Advance shall accrue interest at the applicable Law. (c) LIBOR Yield Rate for such LIBOR Advance during each applicable Interest Period. All computations of interest under clause (b) and all computations of Discountwith respect to the Yield, fees the LIBOR Yield and other amounts hereunder the LIBOR Yield Rate with respect to LIBOR Advances shall be made computed on the basis of a year of 360 days (or for the actual number of days elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable, . Payments of Yield with respect to Discount each LIBOR Advance shall be payable on each Payment Date on which an Interest Period for such LIBOR Advance ends. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or other amounts calculated by reference the date such Base Rate Advance is repaid in full. All computations of interest and all computations with respect to the Yield and Base Rate) Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance during the period that commences and on and includes the first day of such calendar month and ends on and includes the Payment Date Cut-Off in such calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Payment Date Cut-Off in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar month. (b) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made due on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence or willful misconduct of, or failure to fund such payment Advance on the part of, the Lenders, the Administrative Agent or depositan Affiliate thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any loss, cost or expense incurred by such Lender related thereto (other than any such loss, cost or expense solely due to the gross negligence or willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or an Affiliate thereof), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Advances or maintain the Advances Outstanding. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error. (d) Unless sooner prepaid pursuant to the terms hereof, the Advances Outstanding shall be repaid in full on the Facility Maturity Date or on such later date as is agreed to in writing by the Borrower, the Servicer, the Administrative Agent, the Collateral Agent and the Lenders.

Payments and Computations, Etc. (a) All amounts to be deposited or paid or deposited by the Seller Borrower or the Servicer to any Lender hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than 12:00 noon (New York, New York City time) on the day when due in same day lawful money of the United States in immediately available funds to the Collection Account or such other account for each Purchaser maintained by the applicable Purchaser Agent as may be is designated from time to time by such Purchaser Agent to the Seller and the ServicerLender. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, Borrower shall, to the extent permitted by law, pay to each applicable Lender interest on any amount all amounts not paid or deposited when due hereunder (whether owing by the Seller Borrower or the Servicer, as the case may be, when due and payable hereunder, ) at an interest rate equal to 2.00% per annum above the Base Rate, plus 2%, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) law. Such interest shall be for the account of such Lender in respect of each of the Class A Notes and the Class B Notes and shall be paid in accordance with Section 2.04(a). Any Obligation hereunder shall not be reduced by any distribution of any portion of Collections with respect to any Pledged Receivable if at any time such distribution is rescinded or returned by a Lender to the Borrower or any other Person for any reason. All computations of interest under clause (b) and all computations of Discount, fees Breakage Fee and other amounts fees hereunder (including, without limitation, the Fees, the Active Backup Servicer’s Fee, the Standby Backup Servicer’s Fee, the Custodian’s Fee and the Servicing Fee) shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts days for interest calculated by reference to at the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. . (b) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of interest or any fee payable hereunder, as the case may be; provided, however, that with respect to the calculation of interest, such payment extension of time shall not be included in more than one Interest Period. (c) If the Borrowing requested by the Borrower and approved by the Lenders pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence or depositwillful misconduct of a Lender or an Affiliate thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any loss, cost or expense incurred by such Lender related thereto (other than any such loss, cost or expense solely due to the gross negligence or willful misconduct of such Lender or an Affiliate thereof), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Loans or maintain Loans made by such Lender during such Interest Period. The applicable Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon (New York, New York City time) on the day when due in same day funds to the applicable account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time designated by such Purchaser Agent to the Seller and the ServicerAdministrator. All amounts received after 1:00 p.m. noon (New York, New York City time) will be deemed to have been received on the next Business Day. Except as expressly set forth hereinherein (including, each without limitation, as set forth in Sections 1.4(b)(ii) or (iii) with respect to Collections held in trust for Exiting Purchasers), the Administrator shall promptly (and, if reasonably practicable, on the day it receives such amounts) distribute to the applicable Purchaser Agent shall distribute the amounts paid to received by it hereunder for the benefit of the Purchasers in its within such Purchaser Group Agent’s Purchaser Group, and such Purchaser Agent shall promptly thereafter distribute such amounts received by it to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and feesFees, according to the Discount and fees Fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital Investment (or in respect of any other obligations other than Discount and feesFees), according to the outstanding Capital Investment funded by such Purchasers. Unless the Administrator shall have received notice from Seller prior to the date on which any payment is due to the Administrator for the account of any Purchasers hereunder that the Seller (or the Servicer on its behalf) will not make such payment (including because Collections are not available therefor), the Administrator may assume that the Seller has made or will make such payment on such date in accordance herewith and may (but shall not be obligated to), in reliance upon such assumption, distribute to the Purchaser Agents the amount due. In such event, if the Seller (or the Servicer on its behalf) has not in fact made such payment, then each Purchaser Agent severally agrees to repay to the Administrator forthwith on demand the amount so distributed to such Purchaser Agent, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrator, at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (b) and all computations of Discount, fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof so that funds are received by the Lenders no later than noon (New York, New York time) 1:00 p.m. on the day when due in same day Dollars (except, with respect to Foreign Currency Loan Assets not subject to Hedging Agreements, which shall be paid or deposited in the related Foreign Currency) in immediately available funds to the Collection Account, the URCA Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and Administrative Agent. The Borrower or the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may beapplicable, shall, to the extent permitted by law, pay to the Secured Parties interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, to any of the Secured Parties hereunder at an interest rate equal to 2.004.0% per annum above the Base Rate (other than with respect to any Advances outstanding, which shall accrue at the Yield Rate), payable on demand, from the date of such nonpayment until such amount is paid in full (as well after as before judgment); provided, provided that such interest rate shall not at any time exceed the maximum rate permitted by applicable Applicable Law. (c) . Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. All computations of interest under clause (b) and all computations of Discount, fees Yield and other amounts fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (or including the first but excluding the last day) elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate. (b) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Administrative Agent and the Lender Agents pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence or willful misconduct of, or failure to fund such payment Advance on the part of, the Lenders, the Administrative Agent or depositan Affiliate thereof as determined in a final decision by a court of competent jurisdiction, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any loss, cost or expense incurred by such Lender related thereto (other than any such loss, cost or expense solely due to the gross negligence or willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or an Affiliate thereof as determined in a final decision by a court of competent jurisdiction), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses but excluding lost profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon 5:00 p.m. (New York, New York City time) on the day when due in same day lawful money of the United States in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and Agent. The Borrower or the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may beapplicable, shall, to the extent permitted by lawApplicable Law, pay to the Secured Parties interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, (taking into account any grace period provided for herein) to any of the Secured Parties hereunder at an interest rate equal to 2.00% per annum above the Base Default Funding Rate, payable on demand, from the date of such nonpayment until such amount is paid in full (as well after as before judgment); provided, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Applicable Law. (c) . Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by the Note Purchaser to the Borrower or any other Person for any reason. All computations of interest under clause (b) and all computations of Discount, fees Yield and other amounts fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (or including the first but excluding the last day) elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate. (b) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Note Purchaser and the Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence or willful misconduct of, or failure to fund such payment Advance on the part of, the Note Purchaser, the Agent or depositan Affiliate thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify the Note Purchaser against any loss, cost or expense incurred by the Note Purchaser related thereto (other than any such loss, cost or expense solely due to the gross negligence or willful misconduct or failure to fund such Advance on the part of the Note Purchaser, the Agent or an Affiliate thereof), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Note Purchaser to fund Advances or maintain the Advances. The Note Purchaser shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer Borrower hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon (New York, New York time) 2:00 p.m. on the day when due in same day lawful money of the United States in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the ServicerAdministrative Agent. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, Borrower shall, to the extent permitted by lawApplicable Law, pay to the Secured Parties interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, (taking into account any grace periods) to any of the Secured Parties hereunder at an interest rate equal to 2.002.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at the Yield Rate), payable on demand, from the date of such nonpayment until such amount is paid in full (as well after as before judgment); provided, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Applicable Law. (c) . Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. All computations of interest under clause (b) and all computations of DiscountYield, fees Non-Usage Fees and other amounts fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (or including the first but excluding the last day) elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate. (b) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall instead be made due on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Lender Agents and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence or willful misconduct of, or failure to fund such payment Advance on the part of, the Lenders, the Administrative Agent or depositan Affiliate thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any loss, cost or expense incurred by such Lender related thereto (other than any such loss, cost or expense solely due to the gross negligence or willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or an Affiliate thereof), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon (New York, New York City time) on the day when due in same day funds to the account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the ServicerAdministration Account. All amounts received after 1:00 p.m. noon (New York, New York City time) will be deemed to have been received on the next Business Day. Amounts payable hereunder to or for the benefit of the Administrator, the Purchasers or the Purchaser Agents (or their related Affected Persons or Indemnified Parties) shall be distributed as follows: (i) Any amounts to be distributed by or on behalf of the Administrator hereunder to any Purchaser Agent, Purchaser or Purchaser Group shall be distributed to the account specified in writing from time to time by the applicable Purchaser Agent to the Administrator, and the Administrator shall have no obligation to distribute any such amounts unless and until it actually receives payment of such amounts by the Seller or the Servicer, as applicable, in the Administration Account. Except as expressly set forth hereinherein (including, without limitation, as set forth in Section 1.6(b)(iii) with respect to Collections held in trust for Declining Conduit Purchasers and Exiting Purchasers), the Administrator shall distribute (or cause to be distributed) such amounts to the Purchaser Agents for the Purchasers within their respective Purchaser Groups ratably (x) in the case of such amounts paid in respect of Discount and Fees, according to the Discount and Fees payable to the Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and Fees), according to the outstanding Capital funded by the Purchasers. (ii) Except as expressly set forth herein (including, without limitation, as set forth in Section 1.6(b)(iii) with respect to Collections held in trust for Declining Conduit Purchasers and Exiting Purchasers), each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and feesFees, according to the Discount and fees Fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and feesFees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay to a Lock-Box Account interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.002.0% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (b) above and all computations of Discount, fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days366, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) days for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit. (d) On any day when any computation or calculation hereunder requires the aggregation of amounts denominated in more than one currency, all amounts that are denominated in Australian Dollars shall be deemed to be the U.S. Dollar Equivalent thereof on such day for purposes of such computation or calculation.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller any Borrower or the any Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon 2:00 p.m. (New York, New York City time) on the day when due in same day funds to the account for each Purchaser Lender maintained by the applicable Purchaser Group Agent (or such other account as may be designated from time to time by such Purchaser Group Agent to the Seller such Borrower and the such Servicer). All amounts received after 1:00 2:00 p.m. (New York, New York City time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) Each Borrower or the Servicer (with respect to amounts payable by the each Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller such Borrower or the such Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.003% per annum above the applicable Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause paragraph (b) and all computations of DiscountInterest, fees Fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days366, as applicable, with respect to Discount Interest or other amounts calculated by reference to the applicable Base Rate) days for the actual number of days elapsed. For the purposes of the Interest Act (Canada), the annual rate to which any interest rate, discount rate or present value expressed on the basis of a year of 360 days is equivalent, is such rate or value multiplied by the actual number of days in the year, divided by 360, and each Borrower hereby represents and warrants that it understands the foregoing conversion formula and how to calculate annual rates of interest using such formula. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit. (d) On any day when any computation or calculation hereunder requires the aggregation of amounts denominated in more than one currency, all amounts that are denominated in Canadian Dollars shall be deemed to be the U.S. Dollar Equivalent thereof on such day for purposes of such computation or calculation.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon 3:00 p.m. (New York, New York City time) on the day when due in same day lawful money of the United States in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and Agent. The Borrower or the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may beapplicable, shall, to the extent permitted by lawApplicable Law, pay to the Secured Parties interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, (taking into account any grace period provided for herein) to any of the Secured Parties hereunder at an interest rate equal to 2.00% per annum above the Base Default Funding Rate, payable on demand, from the date of such nonpayment until such amount is paid in full (as well after as before judgment); provided, provided that such interest rate shall not at any time exceed the maximum rate permitted by applicable Applicable Law. (c) . Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. All computations of interest under clause (b) and all computations of Discount, fees Yield and other amounts fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (or including the first but excluding the last day) elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate. (b) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Lenders and the Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence or willful misconduct of, or failure to fund such payment Advance on the part of, the Lenders, the Agent or depositan Affiliate thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any loss, cost or expense incurred by such Lender related thereto (other than any such loss, cost or expense solely due to the gross negligence or willful misconduct or failure to fund such Advance on the part of the Lenders, the Agent or an Affiliate thereof), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error. (d) If at any time after the Fifth Amendment Effective Date, the Advances Outstanding hereunder are not allocated among the Lenders in accordance with their respective Pro Rata Shares, the Lenders agree to make such purchases and sales of interests in the Advances Outstanding between themselves so that each Lender is then holding its relevant Pro Rata Share of outstanding Advances based on the Lenders’ Commitments at such time (such purchases and sales shall be arranged through the Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement to be made in accordance with the respective Pro Rata Shares of the Lenders from time to time party to this Agreement as provided herein; provided that, for the avoidance of doubt, no such purchases and sales shall be made in connection with any deemed adjustment to the Pro Rata Shares of the Lenders pursuant to Section 2.23(a)(iii). For the avoidance of doubt, no Breakage Fees shall be payable to any Lender under this Section 2.08(d).

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer Buyer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof by no later than 12:00 noon (New York, New York time) on the day when due in same day immediately available funds to the account for each Purchaser maintained by of the applicable Purchaser Agent as may be Seller designated from time to time by such Purchaser Agent to the Seller and or as otherwise directed by the ServicerSeller. All amounts received after 1:00 p.m. to be paid or deposited by the Seller hereunder shall be paid or deposited in accordance with the terms hereof by no later than 11:00 A.M. (New York, New York time) will on the day when due in immediately available funds to the account of the Buyer designated from time to time by the Buyer or as otherwise directed by the Buyer. All payments hereunder shall be deemed to have been received made solely in Dollars unless otherwise specified herein. In the event that any payment owed by any Person hereunder becomes due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day. Except as expressly set forth herein, each Purchaser Agent Day and such extension of time shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) be included in the case computation of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) payment. The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunderdue, at an interest rate equal to 2.002.0% per annum above the Base Rate, payable on demand; . The Buyer shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Buyer when due hereunder at an interest rate equal to 2.0% per annum above the Base Rate, payable on demand provided, however, that any payments to be made by the Buyer in respect of the foregoing shall be made solely from funds available to the Buyer which are not otherwise required to be applied or set-aside for the payment of any obligations of the Buyer under the Receivables Transfer Agreement, shall be non-recourse other than with respect to such rate funds and shall not at any time exceed constitute a claim against the maximum rate permitted by applicable Law. (c) Buyer to the extent that insufficient funds exist to make such payment. All computations of interest under clause (b) and all computations of Discount, fees and other amounts payable hereunder shall be made on the basis of a year of 360 days 365 (or 365 or 366 days366, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) days for the actual number of days (including the first but excluding the last day) elapsed. Whenever any payment or deposit to be made hereunder . (b) All amounts received by the Seller from the Buyer shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included applied in the computation following order of payment during each calendar week and prior to the first Settlement Date to occur after such payment or depositweek: (x) first, to pay any amounts payable pursuant to 2.02(c)(ii); (y) second, to make payments of interest on, and then principal of the Intercompany Note in accordance with Section 2.07 and the Intercompany Note; and (z) third, in such manner as the Buyer may specify.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than 12:00 noon (New York, New York time) on the day when due in U.S. Dollars in same day funds to the account for each Purchaser maintained by Agent’s Account. The Servicer or the applicable Purchaser Agent Agent, as may applicable, shall promptly thereafter cause to be designated from time to time by such Purchaser Agent distributed (i) like funds relating to the Seller and the Servicer. All amounts received after 1:00 p.m. (New Yorkpayment out of Collections in respect of Capital, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth hereinYield, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit Servicer Fee or other Obligations payable out of the Purchasers in its Purchaser Group Collections, to the Purchasers within its Purchaser Group (according to each Purchaser’s Ratable Portion) and the Servicer in accordance with the provisions of Section 2.6, 2.7, or 2.8, as applicable, and (ii) like funds relating to the payment by the Seller of other Obligations payable by the Seller hereunder, to the parties hereto for whose benefit such funds were paid (and if such funds are insufficient, such distribution shall be made, subject to Section 2.6, 2.7 or 2.8, as applicable, ratably (x) in accordance with the respective amounts thereof). Upon the Agent’s acceptance of an Assignment and Acceptance and recording of the information contained therein in the case of Register pursuant to Section 9.2, from and after the effective date specified in such amounts paid Assignment and Acceptance, the Agent shall make all payments hereunder in respect of Discount and fees, according the interest assigned thereby to the Discount Assignee thereunder, and fees payable the parties to such Purchasers Assignment and (y) Acceptance shall make all appropriate adjustments in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according payments for periods prior to the outstanding Capital funded by such Purchaserseffective date directly between themselves. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay to the Agent interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, hereunder (except for those amounts with respect to which Yield accrues) at an interest rate equal to 2.00% per annum above the Alternate Base RateRate in effect from time to time, payable on demand; , provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Lawlaw. Such interest shall be for the account of, and distributed by the Agent to, the applicable Purchasers ratably in accordance with their respective interests in such overdue amount. (c) All computations of interest under clause (b) and all computations of DiscountYield, fees Unused Commitment Fee and other amounts per annum fees hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. Whenever . (d) Unless the Agent shall have received notice from the Servicer or the Seller prior to the date on which any payment is due to the Purchasers hereunder that the Servicer or deposit the Seller, as the case may be, will not make such payment in full, the Agent may assume that the Servicer or the Seller, as the case may be, has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Purchaser on such due date an amount equal to the amount then due such Purchaser. If and to the extent the Servicer or the Seller, as the case may be, shall not have so made hereunder shall be due on a day other than a Business Day, such payment or deposit in full to the Agent, each Purchaser shall be made repay to the Agent promptly on demand such amount distributed to such Purchaser together with interest thereon, for each day from the next Business Day and date such extension of time shall be included in amount is distributed to such Purchaser until the computation of date such payment or depositPurchaser repays such amount to the Agent, at the Federal Funds Rate.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Transferor or the Servicer to (i) any Funding Agent on behalf of its respective Owners hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited to such Funding Agent’s account for funds transfers specified from time to time in Schedule I thereto (until otherwise notified by such Funding Agent in accordance with the terms hereof) and (ii) the Administrative Agent shall be paid or deposited to account number ▇▇▇-▇-▇▇▇▇▇▇ (Reference: T-Mobile Handset Funding LLC) and maintained at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, New York, Account Name: Royal Bank of Canada New York (ABA Number 0210-0002-1) (until otherwise notified by the Administrative Agent in accordance with the terms hereof), in each case, no later than noon 1:30pm (New York, New York time) on the day when due in same day funds to the account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer. All amounts immediately available funds; provided, that any payment or deposit received after 1:00 p.m. 1:30pm (New York, New York time) will shall be deemed to have been be received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital Day (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by Helaba, the Seller) or the Servicer (with respect to amounts payable by the Servicernext Combined Business Day), as the case may be, . The Transferor shall, to the extent permitted by law, pay to (or for the account of) the applicable Funding Agents (for the account of the Owners in the related Ownership Group), upon demand, interest (but without duplication for Yield) on any amount all amounts not paid or deposited when due in accordance with the terms of this Agreement at a rate equal to the Default Rate. All computations of interest hereunder shall be made on a monthly basis based on the actual number of days in any given month assuming a 360-day year. Any payment to be made to (or for the account of) the Owners hereunder shall be made to their respective Funding Agents on behalf of such Owners as described above and such payment shall conclusively satisfy the Transferor’s or Servicer’s payment duties hereunder. Notwithstanding any provision to the contrary herein, all payments to be made to or for the benefit of the Administrative Agent, the Owners or the Funding Agents hereunder in respect of principal, Yield, Monthly Non-Use Fee, other fees, indemnities or otherwise shall be made by the Seller Transferor or the Servicer, as the case may be, when due without offset or reduction of any kind and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (b) and all computations of Discount, fees and other amounts hereunder shall be made paid on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included date therefor in immediately available funds in the computation of such payment or depositmanner specified herein except as otherwise expressly provided herein.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than 12:00 noon (New York, New York City time) on the day when due in U.S. Dollars in same day funds to the account for each Purchaser maintained by the applicable Purchaser Agent’s Account. The Agent as may shall promptly thereafter cause to be designated from time to time by such Purchaser Agent distributed (i) like funds relating to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit payment out of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid Collections in respect of Discount and feesCapital, according Yield, Servicer Fee or other amounts payable out of Collections, to the Discount Owners (ratably in accordance with their respective interests) and fees payable to such Purchasers the Servicer in accordance with the provisions of Section 2.07 or 2.08, as applicable, and (yii) like funds relating to the payment by the Seller of fees and other amounts payable by the Seller hereunder, to the parties hereto for whose benefit such funds were paid (and if such funds are insufficient, such distribution shall be made, subject to Section 2.07 or 2.08, as applicable, ratably in accordance with the respective amounts thereof). Upon the Agent’s acceptance of an Assignment and Acceptance and recording of the information contained therein in the case of Register pursuant to Section 9.01(c), from and after the effective date specified in such amounts paid Assignment and Acceptance, the Agent shall make all payments hereunder in respect of Capital (or in respect of any other obligations other than Discount and fees), according the interest assigned thereby to the outstanding Capital funded by Assignee thereunder, and the parties to such PurchasersAssignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay to the Agent interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, hereunder (except for those amounts with respect to which Yield accrues) at an interest rate equal to 2.00% per annum above the Alternate Base RateRate in effect from time to time, payable on demand; , provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Lawlaw. Such interest shall be for the account of, and distributed by the Agent to, the applicable Owners ratably in accordance with their respective interests in such overdue amount. (c) All computations of interest under clause (b) and all computations of DiscountYield, fees Unused Commitment Fee and other amounts per annum fees hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. Whenever . (d) The Seller hereby authorizes each Owner, if and to the extent payment owed by the Seller to such Owner is not made to the Agent when due hereunder, to charge from time to time against any or all of the Seller’s accounts with such Owner any amount so due. (e) Unless the Agent shall have received notice from the Servicer or the Seller prior to the date on which any payment is due to the Owners hereunder that the Servicer or deposit the Seller, as the case may be, will not make such payment in full, the Agent may assume that the Servicer or the Seller, as the case may be, has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Owner on such due date an amount equal to the amount then due such Owner. If and to the extent the Servicer or the Seller, as the case may be, shall not have so made hereunder shall be due on a day other than a Business Day, such payment or deposit in full to the Agent, each Owner shall be made repay to the Agent forthwith on demand such amount distributed to such Owner together with interest thereon, for each day from the next Business Day and date such extension of time shall be included in amount is distributed to such Owner until the computation of date such payment or depositOwner repays such amount to the Agent, at the Federal Funds Rate.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon (New York, New York time) on the day when due in same day immediately available funds to the account for each Purchaser maintained Administration Account. Upon receipt by the Administrator in the Administration Account of such amounts, the Administrator shall cause such funds to be distributed to the account designated by each applicable Purchaser Agent as may be designated from time to time by (for the benefit of the Purchasers in such Purchaser Agent to the Seller and the ServicerAgent’s Purchaser Group). All amounts received after 1:00 p.m. noon (New York, New York time) will be deemed to have been received on the next Business Day. Amounts payable hereunder to or for the benefit of the Administrator, the Purchasers or the Purchaser Agents (or their related Affected Persons or Indemnified Parties) shall be distributed as follows: (i) Any amounts to be distributed by or on behalf of the Administrator hereunder to any Purchaser Agent, Purchaser or Purchaser Group shall be distributed to the account specified in writing from time to time by the applicable Purchaser Agent to the Administrator, and the Administrator shall have no obligation to distribute any such amounts unless and until it actually receives payment of such amounts by the Seller or the Servicer, as applicable, in the Administration Account. Except as expressly set forth hereinherein (including, without limitation, as set forth in Sections 1.4(b)(ii) or (iii) with respect to Collections held in trust for Exiting Purchasers), the Administrator shall distribute (or cause to be distributed) such amounts to the Purchaser Agents for the Purchasers within their respective Purchaser Groups ratably (x) in the case of such amounts paid in respect of Discount and Fees, according to the Discount and Fees payable to the Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and Fees), according to the outstanding Capital funded by the Purchasers. (ii) Except as expressly set forth herein (including, without limitation, as set forth in Sections 1.4(b)(ii) or (iii) with respect to Collections held in trust for Exiting Purchasers), each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and feesFees, according to the Discount and fees Fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and feesFees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.002.0% per annum above the Base Rate (or with respect to amounts payable by reference to the CP Rate or the Alternate Rate, 2% per annum above such rate), payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (b) and all computations of Discount, fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days366, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) days for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit.

Payments and Computations, Etc. (a) The Advances shall accrue interest on each day during each Interest Period at the applicable Interest Rate. The accrued and unpaid Interest for each Advance shall be due and payable in full on each Interest Payment Date for such Advance. All Obligations shall be due and payable in full on the Program Maturity Date. (b) All amounts to be paid or deposited by the Seller or the Servicer any GWG Party hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon 11:00 a.m. (New York, New York City time) on the day when due in same day lawful money of the United States in immediately available funds in accordance with the Agent’s instructions. If any GWG Party fails to the account for each Purchaser maintained make any payment or deposit required to be made by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of when due, such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, GWG Party shall, to the extent permitted by law, pay to the Agent interest on any such amount not paid or deposited by at the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Default Funding Rate, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) law. Any Obligation hereunder shall not be reduced by any distribution if such distribution is rescinded or required to be returned to the Borrower or any other Person for any reason. All computations of interest under clause (b) and all computations of DiscountInterest, fees Facility Fees, and other amounts interest and fees hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. All such computations shall be made by the Agent, which computations by the Agent shall be conclusive and binding absent manifest error. All payments to be made by any GWG Party hereunder or under any other Related Document shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. (c) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Interest, Facility Fees or any other interest or fee payable hereunder, as the case may be. (d) If any Borrowing requested by the Borrower pursuant to Section 2.02 is not for any reason whatsoever made or effectuated (other than through the gross negligence, bad faith or willful misconduct of the Lenders and/or Agent) on the date specified therefor in such payment request, the Borrower shall indemnify the applicable Lender and each Funding Source against any loss, cost or depositexpense incurred by such Lender or such Funding Source in connection therewith, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits, commercial paper proceeds or other funds acquired by such Lender or such Funding Source to fund or maintain such Borrowing.

Payments and Computations, Etc. (a) All amounts to be paid by any SPV Entity or deposited by any Servicer to the Seller Administrative Agent, any Purchaser Party, any Affected Person or the Servicer any SPV Entity Indemnified Party hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited initiated by wire transfer no later than noon 11:00 a.m. (New York, New York City time) on the day when due in same day funds to the account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such PurchasersAgent’s Account. (b) The Seller (with respect to amounts payable by the Seller) or the Each SPV Entity and each Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by lawApplicable Law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, it when due and payable hereunder, at an interest rate per annum equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Lawdemand and compounded monthly on each Monthly Settlement Date. (c) All computations of interest under clause subsection (b) above and all computations of DiscountYield, fees Fees and other amounts hereunder shall be made on the basis of a year of 360 days (or or, in the case of amounts determined by reference to the Base Rate, 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit. (d) Solely for purposes of reporting information regarding the Pool Receivables, the Net Receivables Pool Balance and the Capital Coverage Amount in any Information Package, Investment Request or similar report or certification, the portion of the Pool Receivables’ aggregate Outstanding Balance that (x) is subject to potential set-off or a similar right of offset or that remains subject to the performance of additional services or delivery of additional goods by the Originators or (y) constitutes an Eligible Unbilled Receivable, the applicable SPV Entity and the applicable Servicer shall either (i) report the actual amount thereof or (ii) report an estimate of such amount calculated in manner and using assumptions approved by the Administrative Agent in consultation with the applicable Servicer, and reporting such an estimate shall not be deemed to constitute a default under or breach of this Agreement or any other Transaction Document. For the avoidance of doubt, the reporting and use of such an estimated amount pursuant to this paragraph shall not derogate from (x) any obligation of the Seller to ensure that no Capital Coverage Deficit exists based upon the actual portion of the Pool Receivables’ aggregate Outstanding Balance that is subject to potential set-off or a similar right of offset or that remains subject to the performance of additional services or delivery of additional goods by the Originators or (y) any obligation of the Seller or any Servicer to notify the other parties hereto that a Capital Coverage Deficit exists based upon such actual amounts.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon (New York, New York City time) on the day when due in same day funds to the account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the ServicerAdministration Account. All amounts received after 1:00 p.m. noon (New York, New York City time) will be deemed to have been received on the next Business Day. Amounts payable hereunder to or for the benefit of the Administrator, the Purchasers or the Purchaser Agents (or their related Affected Persons or Indemnified Parties) shall be distributed as follows: (i) Any amounts to be distributed by or on behalf of the Administrator hereunder to any Purchaser Agent, Purchaser or Purchaser Group shall be distributed to the account specified in writing from time to time by the applicable Purchaser Agent to the Administrator, and the Administrator shall have no obligation to distribute any such amounts unless and until it actually receives payment of such amounts by the Seller or the Servicer, as applicable, in the Administration Account. Except as expressly set forth hereinherein (including, without limitation, as set forth in Section 1.6(b)(iii) with respect to Collections held in trust for Declining Conduit Purchasers and Exiting Purchasers), the Administrator shall distribute (or cause to be distributed) such amounts to the Purchaser Agents for the Purchasers within their respective Purchaser Groups ratably (x) in the case of such amounts paid in respect of Discount and Fees, according to the Discount and Fees payable to the Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and Fees), according to the outstanding Capital funded by the Purchasers. (ii) Except as expressly set forth herein (including, without limitation, as set forth in Section 1.6(b)(iii) with respect to Collections held in trust for Declining Conduit Purchasers and Exiting Purchasers), each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and feesFees, according to the Discount and fees Fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and feesFees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.002.0% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (b) above and all computations of Discount, fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days366, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) days for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit.

Payments and Computations, Etc. (a) The Advances shall accrue interest on each day during each Interest Period at the applicable Interest Rate. The accrued and unpaid Interest for each Advance shall be due and payable in full on each Interest Payment Date for such Advance. All Obligations shall be due and payable in full on the Program Maturity Date. (b) All amounts to be paid or deposited by the Seller or the Servicer any GWG Party hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon 11:00 a.m. (New York, New York time) on the day when due in same day lawful money of the United States in immediately available funds in accordance with the Agent’s instructions. If any GWG Party fails to the account for each Purchaser maintained make any payment or deposit required to be made by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of when due, such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, GWG Party shall, to the extent permitted by law, pay to the Agent interest on any such amount not paid or deposited by at the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Default Funding Rate, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) law. Any Obligation hereunder shall not be reduced by any distribution if such distribution is rescinded or required to be returned to either Borrower or any other Person for any reason. All computations of interest under clause (b) and all computations of DiscountInterest, fees Facility Fees, and other amounts interest and fees hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. All such computations shall be made by the Agent, which computations by the Agent shall be conclusive and binding absent manifest error. All payments to be made by any GWG Party hereunder or under any other Related Document shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. (c) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Interest, Facility Fees or any other interest or fee payable hereunder, as the case may be. (d) If any Borrowing requested by a Borrower pursuant to Section 2.02 is not for any reason whatsoever made or effectuated (other than through the gross negligence, bad faith or willful misconduct of the Lender and/or Agent) on the date specified therefor in such payment request, the Borrowers shall indemnify the Lender and each Funding Source against any loss, cost or depositexpense incurred by the Lender or such Funding Source in connection therewith, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits, commercial paper proceeds or other funds acquired by the Lender or such Funding Source to fund or maintain such Borrowing.

Payments and Computations, Etc. (a) All amounts to be deposited or paid or deposited by the Seller Borrower or the Servicer to the Lender hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than 12:00 noon (New York, New York City time) on the day when due in same day lawful money of the United States in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the ServicerLender. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, Borrower shall, to the extent permitted by law, pay to the Lender interest on any amount all amounts not paid or deposited when due hereunder (whether owing by the Seller Borrower or the Servicer, as the case may be, when due and payable hereunder, ) at an interest rate equal to 2.00% per annum above the Base Rate, plus 2%, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) law. Such interest shall be for the account of the Lender. Any Obligation hereunder shall not be reduced by any distribution of any portion of Collections with respect to any Pledged Receivable if at any time such distribution is rescinded or returned by the Lender to the Borrower or any other Person for any reason. All computations of interest under clause (b) and all computations of Discount, fees Breakage Fee and other amounts fees hereunder (including, without limitation, the Fees, the Active Backup Servicer’s Fee, the Standby Backup Servicer’s Fee, the Custodian’s Fee and the Servicing Fee) shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts days for interest calculated by reference to at the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. . (b) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of interest or any fee payable hereunder, as the case may be; provided, however, that with respect to the calculation of interest, such payment extension of time shall not be included in more than one Interest Period. (c) If any Borrowing requested by the Borrower and approved by the Lender pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence or depositwilful misconduct of the Lender or an Affiliate thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify the Lender against any loss, cost or expense incurred by the Lender related thereto (other than any such loss, cost or expense solely due to the gross negligence or willful misconduct of the Lender or an Affiliate thereof), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to fund Loans or maintain Loans during such Interest Period. The Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof so that funds are received by the Lenders no later than noon (New York, New York time) 1:00 p.m. on the day when due in same day lawful money of the United States (including, with respect to Foreign Currency Loan Assets, pursuant to Hedging Agreements) in immediately available funds to the Collection Account, the URCA Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and Administrative Agent. The Borrower or the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may beapplicable, shall, to the extent permitted by law, pay to the Secured Parties interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, to any of the Secured Parties hereunder at an interest rate equal to 2.004.0% per annum above the Base Rate (other than with respect to any Advances outstanding, which shall accrue at the Yield Rate), payable on demand, from the date of such nonpayment until such amount is paid in full (as well after as before judgment); provided, provided that such interest rate shall not at any time exceed the maximum rate permitted by applicable Applicable Law. (c) . Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. All computations of interest under clause (b) and all computations of Discount, fees Yield and other amounts fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (or including the first but excluding the last day) elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate. (b) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Administrative Agent and the Lender Agents pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence or willful misconduct of, or failure to fund such payment Advance on the part of, the Lenders, the Administrative Agent or depositan Affiliate thereof as determined in a final decision by a court of competent jurisdiction, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any loss, cost or expense incurred by such Lender related thereto (other than any such loss, cost or expense solely due to the gross negligence or willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or an Affiliate thereof as determined in a final decision by a court of competent jurisdiction), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses but excluding lost profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon (New York, New York time) 5:00 p.m. on the day when due in same day lawful money of the United States in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and Administrative Agent. The Borrower or the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may beapplicable, shall, to the extent permitted by law, pay to the Secured Parties interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, (taking into account any grace period provided for herein) to any of the Secured Parties hereunder at an interest rate equal to 2.002.0% per annum above the Base Rate (other than with respect to any Advances outstanding, which shall accrue at the Yield Rate), payable on demand, from the date of such nonpayment until such amount is paid in full (as well after as before judgment); provided, provided that such interest rate shall not at any time exceed the maximum rate permitted by applicable Applicable Law. (c) . Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. All computations of interest under clause (b) and all computations of Discount, fees Yield and other amounts fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (or including the first but excluding the last day) elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate. (b) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Lender Agents and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence or willful misconduct of, or failure to fund such payment Advance on the part of, the Lenders, the Administrative Agent or depositan Affiliate thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any loss, cost or expense incurred by such Lender related thereto (other than any such loss, cost or expense solely due to the gross negligence or willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or an Affiliate thereof), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses but excluding lost profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrowers or the Servicer hereunder shall be made in US Dollars and all amounts under this Agreement or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon 2:00 p.m. (New York, New York time) on the day when due in same day funds to the account for each Purchaser Lender maintained by the applicable Purchaser Managing Agent as may be designated from time to time by such Purchaser Managing Agent to the Seller Borrowers and the Servicer. All amounts received after 1:00 3:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Amounts payable by the Borrowers to the Lenders shall be paid directly to such Lenders. Except as expressly set forth herein, each Purchaser any such amounts payable to the Lenders shall be paid by the Borrowers (and to the extent any such amounts are received by a Managing Agent, such Managing Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers Lenders in its Purchaser Lender Group to the Purchasers Lenders within its Purchaser Group Lender Group) ratably (x) in the case of such amounts paid in respect of Discount Accrued Interest and fees, according to the Discount Accrued Interest and fees payable to such Purchasers Lenders and (y) in the case of such amounts paid in respect of Capital Advance Principal Balance (or in respect of any other obligations other than Discount Accrued Interest and fees), according to the outstanding Capital Advance Principal Balance funded by such PurchasersLenders. (b) The Seller Borrowers (with respect to amounts payable by the SellerBorrowers) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller Borrowers or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (bSection 2.6(b) and all computations of DiscountAccrued Interest, fees and other amounts hereunder shall be made on the basis of a year of 360 three hundred and sixty (360) days (or 365 three hundred and sixty-five (365) or 366 three hundred and sixty-six (366) days, as applicable, with respect to Discount Accrued Interest or other amounts calculated by reference to the Base Rate) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit. For the purposes of the Interest Act (Canada) and disclosure under such legislation, whenever interest to be paid under this Agreement is to be calculated on the basis of a year of three hundred and sixty (360) days or any other period of time that is less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by either three hundred and sixty-five (365), three hundred and sixty (360) or such other period of time, as the case may be. The Administrative Agent acknowledges and agrees that it shall, upon the request of the Canadian Borrower, provide the Canadian Borrower with a written statement setting forth the calculation of any interest provided for in accordance with this Section 2.6(c) and the Canadian Borrower acknowledges and agrees that for the purposes of the Interest Act (Canada), such written statement given by the Lenders constitutes an express statement of the yearly rate or percentage of interest to which such interest rate or percentage is equivalent.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer Buyer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof by no later than noon 11:00 A.M. (New York, New York time) on the day when due in same day immediately available funds to the account for each Purchaser maintained by of the applicable Purchaser Seller Agent as may be designated from time to time by such Purchaser Agent to the Seller and Agent or as otherwise directed by the ServicerSeller Agent. All amounts received after 1:00 p.m. to be paid or deposited by any Seller hereunder shall be paid or deposited in accordance with the terms hereof by no later than 11:00 A.M. (New York, New York time) will on the day when due in immediately available funds to the account of the Buyer designated from time to time by the Buyer or as otherwise directed by the Buyer. All payments hereunder shall be deemed to have been received made solely in Dollars unless otherwise specified herein. In the event that any payment owed by any Person hereunder becomes due on a day which is not a Business Day, such payment shall be made on the next succeeding Business DayDay and such extension of time shall be included in the computation of such payment. Except as expressly set forth hereinEach Seller shall, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts extent permitted by law, pay interest on any amount not paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded deposited by such Purchasers. (b) Seller when due, at an interest rate equal to 2.0% per annum above the Base Rate, payable on demand. The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, Buyer shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, Buyer when due and payable hereunder, hereunder at an interest rate equal to 2.002.0% per annum above the Base Rate, payable on demand; demand provided, however, that any payments to be made by the Buyer in respect of the foregoing shall be made solely from funds available to the Buyer which are not otherwise required to be applied or set-aside for the payment of any obligations of the Buyer under the Transfer Agreement, shall be non-recourse other than with respect to such rate funds and shall not at any time exceed constitute a claim against the maximum rate permitted by applicable Law. (c) Buyer to the extent that insufficient funds exist to make such payment. All computations of interest under clause (b) and all computations of Discount, fees and other amounts payable hereunder shall be made on the basis of a year of 360 days 365 (or 365 or 366 days366, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) days for the actual number of days (including the first but excluding the last day) elapsed. Whenever any payment or deposit to be made hereunder . (b) Each Seller hereby agrees that the Seller Agent, shall be due authorized to receive amounts from the Buyer on a day other than a Business Day, such payment or deposit behalf of the Sellers hereunder. All amounts so received shall be made on the next Business Day and such extension of time shall be included applied in the computation following order of payment during each calendar week and prior to the first Settlement Date (or Termination Date, if earlier) to occur after such payment or deposit.week:

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than 12:00 noon (New York, New York City time) on the day when due in U.S. Dollars in same day funds to the account for each Purchaser maintained by the applicable Purchaser Agent’s Account. The Agent as may shall promptly thereafter cause to be designated from time to time by such Purchaser Agent distributed (i) like funds relating to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit payment out of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid Collections in respect of Discount and feesCapital, according Yield, Servicer Fee or other amounts payable out of Collections, to the Discount Owners (ratably in accordance with their respective interests) and fees payable to such Purchasers the Servicer in accordance with the provisions of Section 2.07 or 2.08, as applicable, and (yii) like funds relating to the payment by the Seller of fees and other amounts payable by the Seller hereunder, to the parties hereto for whose benefit such funds were paid (and if such funds are insufficient, such distribution shall be made, subject to Section 2.07 or 2.08, as applicable, ratably in accordance with the respective amounts thereof). Upon the Agent’s acceptance of an Assignment and Acceptance and recording of the information contained therein in the case of Register pursuant to Section 9.01(c), from and after the effective date specified in such amounts paid Assignment and Acceptance, the Agent shall make all payments hereunder in respect of Capital (or in respect of any other obligations other than Discount and fees), according the interest assigned thereby to the outstanding Capital funded by Assignee thereunder, and the parties to such PurchasersAssignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay to the Agent interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, hereunder (except for those amounts with respect to which Yield accrues) at an interest rate equal to 2.00% per annum above the Alternate Base RateRate in effect from time to time, payable on demand; , provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Lawlaw. Such interest shall be for the account of, and distributed by the Agent to, the applicable Owners ratably in accordance with their respective interests in such overdue amount. (c) All computations of interest under clause (b) and all computations of DiscountYield, fees Unused Commitment Fee and other amounts per annum fees hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. Whenever For purposes of the Interest Act (Canada), where in this Agreement a rate of interest is to be calculated on the basis of a period of less than one year, the yearly rate of interest to which the said rate is equivalent is the said rate divided by the actual number of days in the period for which such calculation is made and multiplied by 365 days (or 366 days in the case of a leap year). (d) The Seller hereby authorizes each Owner, if and to the extent payment owed by the Seller to such Owner is not made to the Agent when due hereunder, to charge from time to time against any or all of the Seller’s accounts with such Owner any amount so due. (e) Unless the Agent shall have received notice from the Servicer or the Seller prior to the date on which any payment is due to the Owners hereunder that the Servicer or deposit the Seller, as the case may be, will not make such payment in full, the Agent may assume that the Servicer or the Seller, as the case may be, has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Owner on such due date an amount equal to the amount then due such Owner. If and to the extent the Servicer or the Seller, as the case may be, shall not have so made hereunder shall be due on a day other than a Business Day, such payment in full to the Agent, each Owner shall repay to the Agent forthwith on demand such amount distributed to such Owner together with interest thereon, for each day from the date such amount is distributed to such Owner until the date such Owner repays such amount to the Agent, at the Federal Funds Rate. (f) The Seller hereby irrevocably and unconditionally waives and relinquishes to the fullest extent it may legally do so any right of setoff, counterclaim, recoupment, defense and other right or deposit shall be made claim which the Seller may have against the Agent or any Owner as a result of or arising out of the failure of the Agent or any Owner to pay any amount owing hereunder or in connection herewith. The Agent may set-off and apply against, or deduct from, any amount payable to the Seller or the Servicer by the Agent (or by the Servicer on its behalf), any amounts then due and owing by the next Business Day Seller or Servicer hereunder to any Owner or to the Agent or any other Indemnified Party, and may instruct any Servicer to do so on its behalf out of any amounts then or thereafter held by such extension Servicer that otherwise would have been paid to a Seller or Servicer on behalf of time shall be included in an Owner or the computation of such payment or depositAgent.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the a Seller or the Servicer to Buyer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited received in accordance with the terms hereof no later than noon (New York1:00 p.m., New York City time) , on the day when due in same day Dollars in immediately available funds to in the account for each Purchaser maintained Master Collection Account. Payments received by the applicable Purchaser Agent as may be designated from Buyer after such time to time by such Purchaser Agent to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will shall be deemed to have been received on the next Business Day. Except as expressly set forth hereinIn the event that any payment otherwise is scheduled to become due on a day that is not a Business Day, each Purchaser Agent then payment shall distribute become due on the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The next Business Day. Each Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay to Buyer, on demand, interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, hereunder at an interest rate equal to 2.002% per annum above the Base Rate, payable interest rate on demandthe applicable Buyer Note in effect on the date the payment was due; provided, however, that such the interest rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) law. All computations of interest under clause (b) and all computations of Discount, fees and other amounts payable hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. Whenever any payment or deposit . (b) All amounts to be made paid by Buyer to a Seller hereunder shall be paid to Servicer (for the account of such Seller) no later than 2:00 p.m., New York City time, on the day when due in Dollars in immediately available funds to an account that Servicer shall from time to time specify in writing. Payments received by Servicer after such time shall be deemed to have been received on the next Business Day. Servicer shall promptly remit payments received by it in immediately available funds to such account as the applicable Seller shall from time to time specify in writing. In the event that any payment otherwise is scheduled to become due on a day other than that is not a Business Day, then such payment or deposit shall be made become due on the next Business Day and such extension Day. (c) Permitted Inventory Discretionary Returns shall not be deemed to give rise to a Seller Noncomplying Receivables Adjustment or a Seller Dilution Adjustment if effected in accordance with Section 3.2(k) of time shall be included in the computation of such payment or depositPooling Agreement.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer Borrower hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof so that funds are received by the Lenders no later than noon (New York, New York time) 3:30 p.m. on the day when due in same day lawful money of the United States in immediately available funds to the account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the ServicerAdministrative Agent. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, Borrower shall, to the extent permitted by law, pay to the Secured Parties interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, to any of the Secured Parties hereunder at an interest rate equal to 2.002% per annum above the Base Prime Rate (other than with respect to any Advances Outstanding, which shall accrue at the Interest Rate), payable on demand, from the date of such nonpayment until such amount is paid in full (as well after as before judgment); provided, provided that such interest rate shall not at any time exceed the maximum rate permitted by applicable Applicable Law. (c) . Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. All computations of interest under clause (b) and all computations of Discount, fees interest and other amounts fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (or including the first but excluding the last day) elapsed, other than calculations with respect to the Prime Rate, which shall be based on a year consisting of 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate. (b) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be deemed due and made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of such payment of interest or depositany fee payable hereunder, as the case may be.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon (New York, New York time) 5:00 p.m. on the day when due in same day Dollars in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and Administrative Agent. The Borrower or the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may beapplicable, shall, to the extent permitted by law, pay to the Secured Parties interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, to any of the Secured Parties hereunder at an interest rate equal to 2.004.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at the LIBOR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in full (as well after as before judgment); provided, provided that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each LIBOR Advance shall accrue interest at the applicable Law. (c) LIBOR Yield Rate for such LIBOR Advance during each applicable Interest Period. All computations of interest under clause (b) and all computations of Discountwith respect to the Yield, fees the LIBOR Yield and other amounts hereunder the LIBOR Yield Rate with respect to LIBOR Advances shall be made computed on the basis of a year of 360 days (or for the actual number of days elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable, . Payments of Yield with respect to Discount each LIBOR Advance shall be payable on each Payment Date on which an Interest Period for such LIBOR Advance ends. Each Base Rate Advance shall accrue interest at the Base Rate Yield for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or other amounts calculated by reference the date such Base Rate Advance is repaid in full at the Base Rate Yield. All computations of interest and all computations with respect to the Yield and Base Rate) Rate Yield with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. Any Base Rate Yield accruing on the days including the first day of a calendar month and ending on, and including, the Payment Date Cut-Off for such calendar month, shall be payable on the Payment Date occurring during such calendar month. Any Base Rate Yield accruing on days after the Payment Date Cut-Off in any calendar month shall be payable on the Payment Date occurring during the next calendar month. (b) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence or willful misconduct of, or failure to fund such payment Advance on the part of, the Lenders, the Administrative Agent or depositan Affiliate thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any loss, cost or expense incurred by such Lender related thereto (other than any such loss, cost or expense solely due to the gross negligence or willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or an Affiliate thereof), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Advances or maintain the Advances Outstanding. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error.

Payments and Computations, Etc. (a) The Advances shall accrue interest on each day during each Interest Period at the applicable Interest Rate. The accrued and unpaid Interest for each Advance shall be due and payable in full on each Interest Payment Date for such Advance. (b) All amounts to be paid or deposited by the Seller or the Servicer any Brooke Party hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon 11:00 a.m. (New York, New York City time) on the day when due in same day lawful money of the United States in immediately available funds in accordance with the Agent’s instructions. If any Brooke Party fails to the account for each Purchaser maintained make any payment or deposit required to be made by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of when due, such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, Brooke Party shall, to the extent permitted by law, pay to the Agent interest on any such amount not paid or deposited by at the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Default Funding Rate, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) law. Any Obligation hereunder shall not be reduced by any distribution if such distribution is rescinded or required to be returned to the Borrower or any other Person for any reason. All computations of interest under clause (b) and all computations of DiscountInterest, fees Facility Fees, and other amounts interest and fees hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. All such computations shall be made by the Agent, which computations by the Agent shall be conclusive and binding absent manifest error. (c) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Interest, Facility Fees or any other interest or fee payable hereunder, as the case may be. (d) If any Borrowing requested by the Borrower pursuant to Section 2.02 is not for any reason whatsoever made or effectuated (other than through the gross negligence or willful misconduct of the Lender and/or Agent) on the date specified therefor in such payment request, the Borrower shall indemnify the Lender and each Funding Source against any loss, cost or depositexpense incurred by the Lender or such Funding Source in connection therewith, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits, commercial paper proceeds or other funds acquired by the Lender or such Funding Source to fund or maintain such Advances during such Interest Period.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon (New York, New York time) 3:00 p.m. on the day when due in same day Dollars in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may Administrative Agent. Any Obligation hereunder shall not be designated from time to time reduced by such Purchaser Agent to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect any distribution of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not portion of Available Collections if at any time exceed such distribution is rescinded or required to be returned by any Lender to the maximum rate permitted by Borrower or any other Person for any reason. Each Advance and I/O Notional Loan shall accrue interest at the applicable Law. (c) Yield Rate for each day during each applicable Remittance Period. All computations of interest under clause (b) and all computations of Discount, fees with respect to the Yield and other amounts hereunder the Yield Rate shall be made computed on the basis of a year of 360 three hundred and sixty (360) days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for and the actual number of days elapsed. Each Advance shall accrue interest at the Yield Rate for each day beginning on, and including, the Advance Date with respect to such Advance and ending on, but excluding, the date such Advance is repaid in full. Yield on the I/O Notional Loan due on each Distribution Date shall be equal to the applicable interest due thereon with respect to each such Distribution Date, which I/O Notional Loan shall accrue interest at the Yield Rate for each day during the Remittance Period. (b) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. To the extent that Available Collections are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.04(a)(v) and Section 2.04(b)(i), such payment unpaid amounts shall remain due and owing and shall be payable on the next succeeding Payment Date until repaid in full. (c) If any Advance requested by the Borrower pursuant to Section 2.02 is not made or depositeffectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any loss, cost or expense incurred by such Lender related thereto (other than any such loss, cost or expense resulting from the gross negligence or willful misconduct or failure to fund such Advance on the part of the Lenders), including, any loss (including cost of funds and reasonable and documented out-of-pocket expenses but excluding lost profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error. (d) For the avoidance of doubt, the Borrower shall not be obligated to pay or repay any amounts in respect of the I/O Notional Loan other than interest in accordance with Section 2.01 and Section 2.04, as applicable.

Payments and Computations, Etc. (a) On each Determination Date, the Administrative Agent shall notify the Facility Servicer of the interest payable hereunder on such Payment Date. All amounts to be paid or deposited applied by the Seller or Administrative Agent from amounts received from the Servicer Collection Account pursuant to Section 2.08, on the Borrower’s behalf, hereunder or under any other Transaction Document and in accordance with this Agreement shall be made without reduction for offset or counterclaim and shall be paid or deposited applied in accordance with the terms hereof so that funds are received by the applicable recipient thereof no later than noon (New York, New York time) 2:00 p.m. on the day when due in same day lawful money of the United States in immediately available funds to the account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time specified in writing by such Purchaser Agent recipient to the Seller and the Facility Servicer. All amounts received after 1:00 p.m. (New York, New York time) will Any Obligation hereunder shall not be deemed reduced by any distribution of any portion of Collections if at any time such distribution is rescinded or required to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group be returned by any Lender to the Purchasers within its Purchaser Group ratably (x) in Borrower, the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (Facility Servicer or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such PurchasersPerson for any reason. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer)Other than as otherwise set forth herein, as the case may be, shall, to the extent permitted by law, pay interest on whenever any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (b) and all computations of Discount, fees and other amounts payment hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect stated to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included is reflected in the computation of interest and fees. (c) To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or depositthe proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Bankruptcy Law or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred and (ii) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent.

Payments and Computations, Etc. (a) Not later than 20 Business Days prior to the last day of each calendar quarter with respect to each Scheduled Payment Date, and otherwise not later than three (3) Business Days prior to each Inter-Period Payment Date and the Maturity Date, the Calculation Agent shall notify the Portfolio Asset Servicer of the interest payable on the Advances hereunder on such Payment Date. All amounts to be paid or deposited by applied from amounts received on the Seller or Portfolio Assets in the Servicer Collection Accounts, on the Borrower's behalf, hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and in accordance with this Agreement shall be paid or deposited applied in accordance with the terms hereof so that funds are received by the Account Bank no later than noon (New York, New York time) 12:00 p.m. on the day when due for further distribution to the Lenders by no later than 5:00 p.m. on such day in same day lawful money of the United States in immediately available funds to the account for each Purchaser maintained specified in writing by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Administrative Agent to the Seller Calculation Agent and the Portfolio Asset Servicer. All amounts received after 1:00 p.m. (New York, New York time) will Any Obligation hereunder shall not be deemed reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group be returned by any Lender to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (Borrower or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such PurchasersPerson for any reason. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer)Other than as otherwise set forth herein, as the case may be, shall, to the extent permitted by law, pay interest on whenever any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (b) and all computations of Discount, fees and other amounts payment hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect stated to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included is reflected in the computation of interest and fees. (c) To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, the Calculation Agent or any Lender, or the Administrative Agent, the Calculation Agent or any Lender exercises its right of setoff, and such payment or depositthe proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Bankruptcy Law or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred and (ii) each Lender severally agrees to pay to the Administrative Agent or the Calculation Agent, as applicable, upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent or the Calculation Agent, as applicable.

Payments and Computations, Etc. (a) Not later than 20 Business Days prior to the last day of each calendar quarter with respect to each Payment Date pursuant to clause (a) of the definition thereof, and otherwise not later than five (5) Business Days prior to each other Payment Date, the Administrative Agent shall notify the Calculation Agent and the Portfolio Asset Servicer of the interest payable on the Advances hereunder on such Payment Date. All amounts to be paid or deposited by applied from amounts received on the Seller or Portfolio Assets in the Servicer Collection Account, on the Borrower’s behalf, hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and in accordance with this Agreement shall be paid or deposited applied in accordance with the terms hereof so that funds are received by the Administrative Agent no later than noon (New York, New York time) 12:00 p.m. on the day when due for further distribution to the Lenders by no later than 4:00 p.m. on such day in same day lawful money of the United States in immediately available funds to the account for each Purchaser maintained specified in writing by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Administrative Agent to the Seller Calculation Agent and the Portfolio Asset Servicer. All amounts received after 1:00 p.m. (New York, New York time) will Any Obligation hereunder shall not be deemed reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group be returned by any Lender to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (Borrower or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such PurchasersPerson for any reason. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer)Other than as otherwise set forth herein, as the case may be, shall, to the extent permitted by law, pay interest on whenever any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (b) and all computations of Discount, fees and other amounts payment hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect stated to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included is reflected in the computation of interest and fees. (c) To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, the Calculation Agent or any Lender, or the Administrative Agent, the Calculation Agent or any Lender exercises its right of setoff, and such payment or depositthe proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Bankruptcy Law or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred and (ii) each Lender severally agrees to pay to the Administrative Agent or the Calculation Agent, as applicable, upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent or the Calculation Agent, as applicable.

Payments and Computations, Etc. (a) All amounts to be paid or deposited applied by the Seller or Facility Servicer from amounts received on the Servicer Portfolio Assets in the applicable Collection Account, on Borrower’s behalf, hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and in accordance with this Agreement shall be paid or deposited applied in accordance with the terms hereof so that funds are received by the Lenders no later than noon (New York, New York time) 2:00 p.m. on the day when due in same day lawful money of the United States in immediately available funds to the account for each Purchaser maintained specified in writing by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Administrative Agent to the Seller and the Facility Servicer. All amounts received after 1:00 p.m. (New York, New York time) will Any Obligation hereunder shall not be deemed reduced by any distribution of any portion of Collections if at any time such distribution is rescinded or required to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group be returned by any Lender to the Purchasers within its Purchaser Group ratably (x) in Borrower, the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (Facility Servicer or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such PurchasersPerson for any reason. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer)Other than as otherwise set forth herein, as the case may be, shall, to the extent permitted by law, pay interest on whenever any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (b) and all computations of Discount, fees and other amounts payment hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect stated to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included is reflected in the computation of interest and fees. (c) To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or depositthe proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Bankruptcy Law or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred and (ii) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or Servicer from amounts received on the Servicer Loan Assets on the Borrower’s behalf, hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and in accordance with this Agreement shall be paid or deposited in accordance with the terms hereof so that funds are received by the Lenders no later than noon (New York, New York time) 2:00 p.m. on the day when due in same day lawful money of the United States in immediately available funds to the account for each Purchaser maintained specified in writing by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent Lender to the Seller and Servicer or such other account as is designated by the ServicerAdministrative Agent. All amounts received after 1:00 p.m. (New York, New York time) will Any Obligation hereunder shall not be deemed reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group be returned by any Lender to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (Borrower or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such PurchasersPerson for any reason. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer)Other than as otherwise set forth herein, as the case may be, shall, to the extent permitted by law, pay interest on whenever any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (b) and all computations of Discount, fees and other amounts payment hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect stated to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included is reflected in the computation of interest and fees. (c) To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or depositthe proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Bankruptcy Law or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer to the Administrative Agent, any Credit Party, any Affected Person or any Borrower Indemnified Party hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon (New York, New York City time) on the day when due in same day funds to the account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such PurchasersLender’s Account. (b) The Seller (with respect to amounts payable by Each of the Seller) or Borrower and the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by lawApplicable Law, pay interest on any amount other than Capital (which Capital shall accrue Interest) not paid or deposited by the Seller or the Servicer, as the case may be, it when due and payable hereunder, at an interest rate per annum equal to 2.002.50% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause subsection (b) above and all computations of DiscountInterest, fees Fees and other amounts hereunder shall be made on the basis of a year of 360 days (or or, in the case of amounts determined by reference to the Base Rate, 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit. (d) If any Foreign Currency Collections are not converted into Dollars by the Lock-Box Bank into which such Foreign Currency Collections were initially deposited within two (2) Business Days (or such longer period as may be agreed in writing by the Administrative Agent in its sole discretion) following such date of initial deposit, the Servicer shall solicit offer quotations from at least two (2) foreign exchange dealers (or such lesser number as may be agreed in writing by the Administrative Agent in its sole discretion) reasonably acceptable to the Administrative Agent for effecting such exchange and shall select the quotation which provides for the best exchange rate. The Servicer on behalf of the Borrower shall affect such exchange no later than two (2) Business Days (or such longer period as may be agreed in writing by the Administrative Agent in its sole discretion) following receipt of such quotation(s). (e) On any day when any computation or calculation hereunder requires the aggregation of amounts denominated in more than one currency, all amounts that are denominated in any currency other than Dollars shall be deemed to be the Dollar Equivalent thereof on such day for purposes of such computation or calculation. (f) Without limiting the generality of the foregoing, for the purpose of calculating the terms set out below on any day, all Receivables or other amounts that are denominated in any currency other than Dollars will be deemed to be the Dollar Equivalent thereof on such day: (i) Deemed Collections; (ii) Net Receivables Pool Balance; and (iii) Outstanding Balance.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Seller, WMECO or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon 11:00 A.M. (New York, New York City time) on the day when due in same day lawful money of the United States in immediately available funds to the account for each Purchaser maintained by Agent's Account. Each of the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller Seller, WMECO and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay to the Agent interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, it when due and payable hereunder, hereunder at an interest rate equal to 2.002.0% per annum above the Base RateRate as then in effect, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) law. Such interest shall be retained by the Agent except to the extent that such failure to make a timely payment or deposit has continued beyond the date for distribution by the Agent of such overdue amount to the Owner of a Percentage Interest, in which case such interest accruing after such date shall be for the account of, and distributed by the Agent to the Owners ratably in accordance with their respective interests in such overdue amount. All computations of interest under clause (b) and all computations of DiscountYield, Liquidation Yield, and fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, other than with respect to Discount or other amounts calculated by reference any of the foregoing computations made with respect to the Base Rate, which computations shall be made on the basis of a 365 or, in the case of a leap year, 366-day year) for the actual number of days (including the first but excluding the last day) elapsed. . (b) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield, interest or any fee payable hereunder, as the case may be; provided, however, that, if such extension would cause payment of Yield on, or Purchase Price of, any Percentage Interest on which Yield accrues at the Eurodollar Rate to be made in the next following month, such payment shall be made on the next preceding Business Day. (c) If any purchase of a Percentage Interest requested by the Seller and approved by the Purchaser and the Agent pursuant to Section 2.01(b) or depositany selection of a subsequent Purchase Period and applicable Yield Rate for any Percentage Interest requested by the Seller and approved by the Agent pursuant to Section 2.01(d) is, for any reason whatsoever, not made or effectuated, as the case may be, on the date specified therefor, the Seller shall indemnify the relevant Owner against any loss, cost or expense incurred by such Owner, including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by such Owner), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Owner to fund or maintain such Percentage Interest during such Purchase Period.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon (New York, New York time) 3:00 p.m. on the day when due in same day lawful money of the United States in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Administrative Agent as may and shall be designated from time to time by such Purchaser Agent to the Seller and made without any set off, counterclaim or deduction whatsoever. The Borrower or the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may beapplicable, shall, to the extent permitted by law, pay to the Secured Parties interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, to any of the Secured Parties hereunder at an interest rate equal to 2.002.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such nonpayment until such amount is paid in full; provided, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each SOFR Advance shall accrue interest at the applicable Law. SOFR Yield Rate for such SOFR Advance during each applicable Interest Period (c) provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance). All computations of interest under clause (b) and all computations of Discountwith respect to the Yield, fees the SOFR Yield and other amounts hereunder the SOFR Yield Rate with respect to SOFR Advances shall be made computed on the basis of a year of 360 days (or for the actual number of days elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable, applicable based on the amount of days in such year. Payments of Yield with respect to Discount each SOFR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR Advance ends. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or other amounts calculated by reference the date such Base Rate Advance is repaid in full. All computations of interest and all computations with respect to the Yield and Base Rate) Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance during the period that commences and on and includes the first day of such calendar month and ends on and includes the end of the Remittance Period in such calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar month. (b) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith or willful misconduct of, or failure to fund such payment Advance on the part of, the Lenders, made or depositeffectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders against any loss, cost or expense incurred by such Lenders related thereto (other than any such loss, cost or expenses due to the gross negligence, bad faith, willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or any Affiliate thereof), including, without limitation, any loss (including reasonable and documented cost of funds and reasonable and documented out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such ▇▇▇▇▇▇▇ to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable error. (d) In connection with the use or administration of Term SOFR, the Administrative Agent (with the consent of the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer SunGard Financing hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon (New York, New York time) in accordance with the terms hereof on the day when due in same day immediately available funds to the account for each Purchaser maintained by of the applicable Purchaser Seller Agent as may be designated from time to time by such Purchaser the Seller Agent or as otherwise directed by the Seller Agent; provided that to the Seller and extent Collections during any Monthly Period that are available to fund the ServicerPurchase Price of Receivables sold during such period are less than the full amount of such Purchase Price, the unpaid portion thereof shall be paid or provided for on the related Settlement Date in accordance with Section 1.4(c). All amounts received after 1:00 p.m. (New YorkIn the event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, New York time) will then such payment shall be deemed to have been received made on the next succeeding Business Day. Except as expressly set forth hereinIf any Person fails to pay any amount hereunder when due, each Purchaser Agent shall distribute such Person agrees to pay, on demand, the amounts paid to it hereunder for the benefit of the Purchasers Default Fee in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts respect thereof until paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demandfull; provided, however, that such rate Default Fee shall not at any time exceed the maximum rate permitted by applicable Law. (c) law. All computations of interest under clause (b) and all computations of Discount, fees and other amounts payable hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. (b) Each Seller hereby agrees that the Seller Agent is authorized to receive amounts due from SunGard Financing to such Seller hereunder. Whenever any payment or deposit to be made hereunder All amounts so received shall be due on a day other than a Business Dayapplied in the following order of payment during each Monthly Period: (i) first, to pay any amounts payable pursuant to 1.2(c)(ii); and (ii) second, to make payments of interest on, and then principal of the First Step Intercompany Note in accordance with Section 1.8 and the First Step Intercompany Note. (c) On each Settlement Date: (i) the Seller Agent shall determine the aggregate Purchase Price (the “Aggregate Purchase Price”) for all Receivables conveyed by the Sellers to SunGard Financing during the preceding Monthly Period or, in the case of the Amortization Date, during the period from the end of the Monthly Period to the Amortization Date (each such payment or deposit period, an “Adjusted Monthly Period”); provided, that the final Adjusted Monthly Period shall be made commence on the next Business Day day following the most recently ended Adjusted Monthly Period and shall end on the Amortization Date; (ii) if on any Settlement Date, the Aggregate Purchase Price for the related Adjusted Monthly Period minus the aggregate amount of Purchase Price Credits for such extension Adjusted Monthly Period (such difference, the “Modified Aggregate Purchase Price”) exceeds the amount of time shall be included cash payments received by the Seller Agent from SunGard Financing on behalf of the Sellers as provided herein for such Adjusted Monthly Period (such amount, the “Cash Payments”), the Seller Agent shall, subject to the terms of this Agreement and to the extent it has not already done so, record such excess as an increase in the computation principal amount outstanding under the First Step Intercompany Note (subject to the limitation set forth in Section 1.8(c)), and if any excess remains after giving effect to the permissible increase in the principal amount of the First Step Intercompany Note, the Sellers may declare the Amortization Date to have occurred with respect to all Sellers by delivering notice to that effect to SunGard Financing and the Administrative Agent; (iii) if on any Settlement Date, the Cash Payments for the related Adjusted Monthly Period exceed the Modified Aggregate Purchase Price for such Adjusted Monthly Period, the Seller Agent shall, subject to the terms of this Agreement, record the application of that excess, (x) first, to the payment or depositof any unpaid and accrued interest on the First Step Intercompany Note, (y) second, as a reduction in the principal amount of the First Step Intercompany Note, and, (z) third, cause the Sellers to pay any remaining excess to SunGard Financing.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon (New York, New York time) 1:00 p.m. on the day when due in same day Dollars or in such other Eligible Currency in immediately available funds to the Payment Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may Administrative Agent. Any Obligation hereunder shall not be designated from time to time reduced by such Purchaser Agent to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect any distribution of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not portion of Available Collections if at any time exceed such distribution is rescinded or required to be returned by any Lender to the maximum rate permitted by Borrower or any other Person for any reason. Each Advance and I/O Notional Loan shall accrue interest at the applicable Law. (c) Yield Rate for its Eligible Currency for each day during each applicable Remittance Period. All computations of interest under clause (b) and all computations of Discount, fees with respect to the Yield and other amounts hereunder the Yield Rate shall be made computed on the basis of a year of 360 three hundred and sixty (360) days (or 365 or 366 days, as applicable, and the actual number of days elapsed; provided that with respect to Discount or other amounts calculated by reference to GBP Advances, such computations shall be computed on the Base Ratebasis of a year of three hundred and sixty-five (365) for days and the actual number of days elapsed. Each Advance shall accrue interest at the Yield Rate for each day beginning on, and including, the Advance Date with respect to such Advance and ending on, but excluding, the date such Advance is repaid in full. (b) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. To the extent that Available Collections are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.04(a)(v) and Section 2.04(b)(i), such payment unpaid amounts shall remain due and owing and shall be payable on the next succeeding Payment Date until repaid in full. Yield on the I/O Notional Loan due on each Payment Date shall be equal to the applicable interest due thereon with respect to each such Payment Date, which Yield shall accrue at the Yield Rate for each day during the Remittance Period. (c) If any Advance requested by the Borrower pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith or depositwillful misconduct of, or failure to fund such Advance on the part of, the Lenders, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any loss, cost or expense incurred by such Lender related thereto to the extent reasonable and documented (other than any such loss, cost or expenses due to the gross negligence, bad faith willful misconduct or failure to fund such Advance on the part of the Lenders), including, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error. (d) For the avoidance of doubt, the Borrower shall not be obligated to pay or repay any amounts in respect of an I/O Notional Loan other than interest in accordance with Section 2.01 and Section 2.04, as applicable.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon (New York, New York City time) on the day when due in same day funds to the applicable Purchaser’s account for each (as such account is identified in the related Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the ServicerGroup Fee Letter). All amounts received after 1:00 p.m. noon (New York, New York City time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (b) and all computations of Discount, fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days366, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) days for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit. (d) Each Affected Person will notify Seller and the applicable Purchaser Agent promptly after it has received official notice of any event which will entitle such Affected Person to such additional amounts as compensation pursuant to this Section 1.7. Such additional amounts shall accrue from the date as to which such Affected Person becomes subject to such additional costs as a result of such event (or if such notice of such event is not given to Seller by such Affected Person within 90 days after such Affected Person received such official notice of such event, from the date which is 90 days prior to the date such notice is given to Seller by such Affected Person).

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon (New York, New York time) 5:00 p.m. on the day when due in same day lawful money of the United States in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and Administrative Agent. The Borrower or the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may beapplicable, shall, to the extent permitted by law, pay to the Secured Parties interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, to any of the Secured Parties hereunder at an interest rate equal to 2.004.0% per annum above the Base Rate (other than with respect to any advances outstanding, which shall accrue at the Yield Rate), payable on demand, from the date of such nonpayment until such amount is paid in full (as well after as before judgment); provided, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Applicable Law. (c) . Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. All computations of interest under clause (b) and all computations of Discount, fees Yield and other amounts fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (or including the first but excluding the last day) elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate. (b) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Lender Agents and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence or willful misconduct of, or failure to fund such payment Advance on the part of, the Lenders, the Administrative Agent or depositan Affiliate thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any loss, cost or expense incurred by such Lender related thereto (other than any such loss, cost or expense solely due to the gross negligence or willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or an Affiliate thereof), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon 1:00 p.m. (New York, New York City time) on the day when due in same day lawful money of the United States of America in immediately available funds to the account for each Purchaser maintained by as the applicable Purchaser Administrative Agent as or the relevant Managing Agents may be designated designate prior to such payment from time to time by such Purchaser in writing. The Administrative Agent to will promptly after receipt of any payments from the Seller and Borrower or the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it Servicer hereunder that are for the benefit of one or more Lenders, the Purchasers in its Purchaser Group Issuing Lenders or any other Secured Party cause to the Purchasers within its Purchaser Group be distributed ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers Person like funds relating to such payment, to be applied in accordance with the terms of this Agreement. The Borrower and the Servicer (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (only with respect to amounts payable by the Sellerpursuant to Section 8.02) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay to the Affected Party interest on any amount all amounts not paid or deposited or debited by the Seller or the Servicer, as the case may be, such Person when due and payable hereunder, hereunder at an interest rate equal to 2.00% per annum above the Base Default Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) . All computations of interest under clause (b) Interest, Unused Fees, Used Fees and all computations of Discount, fees and other amounts Servicer Fees hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. Whenever any payment or deposit to be made hereunder shall be due ; provided, that all computations of Interest on a day other than a Business Day, such payment or deposit Base Rate Tranches shall be made on the next Business Day and such extension basis of time a year of 365 days for the actual number of days (including the first but excluding the last day) elapsed. In no event shall any provision of this Agreement require the payment or permit the collection of Interest in excess of the maximum permitted by applicable law. In the event that any payment hereunder (whether constituting a repayment of Loans or a payment of Interest or any other amount) is rescinded or must otherwise be included in returned for any reason, the computation amount of such payment or depositshall be restored and such payment shall be considered not to have been made.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder to a Lender Party (whether for its own account or under any other Transaction Document shall be made without reduction for offset or counterclaim and the account of another Lender Party) shall be paid or deposited to the Paying Agent Account no later than noon 10:00 a.m. (New York, New York time) on the day when due in same day such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, in an amount in immediately available funds to the account for each Purchaser maintained which (together with any amounts then held by the applicable Purchaser Paying Agent as may and available for that purpose) shall be designated from time sufficient to time by pay the amount becoming due on such Purchaser Agent to the Seller and the Servicer. All amounts date; provided that any such payment or deposit received after 1:00 p.m. 10:00 a.m. (New York, New York time) will on any day shall be deemed to have been received be paid by the Borrower or the Servicer on the next Business Day. Except as expressly set forth herein, each Purchaser The Paying Agent shall promptly distribute the amounts paid amount received to the applicable Lender. The Borrower shall confirm by facsimile or electronically in PDF format on the day payment is due to be made to the Paying Agent that it hereunder has issued irrevocable payment instructions for the benefit transfer of the Purchasers in its Purchaser Group relevant sum due to the Purchasers within Paying Agent Account. The Paying Agent acknowledges that it does not have any interest in any such funds held by it in trust deposited hereunder but is serving as Paying Agent only. The Paying Agent shall be under no liability for interest on any money received by it hereunder. The Paying Agent shall not be required to use or risk its Purchaser Group ratably (x) own funds in making any payment on the case of such amounts Loans. All sums to be paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable deposited by the Seller) Borrower or the Servicer (to the Paying Agent hereunder shall be paid to the Paying Agent Account or such account with respect to amounts payable by the Servicer), such bank as the case Paying Agent may be, from time to time notify the Borrower in writing not less than three Business Days before any such sum is due and payable. The Borrower shall, to the extent permitted by law, pay to each Lender Party, on the first Payment Date that is at least ten (10) days after demand therefor, interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, to such Lender Party hereunder at an interest a rate equal to 2.00% per annum above the Base Default Rate, payable on demand; provided, that . The Paying Agent shall remit funds to each Lender in accordance with this Agreement and the wiring instructions provided by such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (b) and all computations of Discount, fees and other amounts hereunder shall be made on the basis of a year of 360 days Lender (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference its related Group Agent) to the Base Rate) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or depositPaying Agent.”

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon 1:00 p.m. (New York, New York City time) on the day when due in same day immediately available funds to the each account for designated by each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by (for the benefit of the Purchasers in such Purchaser Agent to Agent’s Purchaser Group) and/or the Seller and the ServicerAdministrator, as applicable. All amounts received after 1:00 p.m. (New York, New York City time) will be deemed to have been received on the next Business Day. Except as expressly set forth hereinherein (including, without limitation, as set forth in Sections 1.4(b)(ii) or (iii) with respect to Collections held in trust for Exiting Purchaser Groups), each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and feesFees, according to the Discount and fees Fees payable to such Purchasers Purchasers, (y) in the case of amounts paid in respect of the Reimbursement Obligation or to cash collateralize a Letter of Credit, to the applicable LC Bank or LC Collateral Account and (yz) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and feesFees or described in clause (y) above), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Default Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (bSection 1.6(b) and all computations of Discount, fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days366, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) days for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon (New York, New York time) 1:00 p.m. on the day when due in same day lawful money of the United States in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Administrative Agent as may and shall be designated from time to time by such Purchaser Agent to the Seller and made without any set off, counterclaim or deduction whatsoever. The Borrower or the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may beapplicable, shall, to the extent permitted by law, pay to the Secured Parties interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable to any of the Secured Parties hereunder, and after a declaration of such acceleration under Section 7.02(a), at an interest rate equal to 2.002.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at 2.0% per annum above the SOFR Yield Rate or Base Rate Yield Rate, as applicable), payable on demand, from the date of such declaration until such amount is paid in full; provided, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. Each SOFR Advance shall accrue interest at the applicable Law. SOFR Yield Rate for such SOFR Advance during each applicable Interest Period (c) provided that in the event of a Conversion Date, the Interest Period shall end on, but exclude, the Conversion Date for such SOFR Advance). All computations of interest under clause (b) and all computations of Discountwith respect to the Yield, fees the SOFR Yield and other amounts hereunder the SOFR Yield Rate with respect to SOFR Advances shall be made computed on the basis of a year of 360 days (or for the actual number of days elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable, applicable based on the amount of days in such year. Payments of Yield with respect to Discount each SOFR Advance shall be payable on each Payment Date on which an Interest Period for such SOFR Advance ends. Each Base Rate Advance shall accrue interest at the Base Rate Yield Rate for each day beginning on, and including, the Advance Date with respect to such Base Rate Advance and ending on, but excluding, the Conversion Date for such Base Rate Advance or other amounts calculated by reference the date such Base Rate Advance is repaid in full. All computations of interest and all computations with respect to the Yield and Base Rate) Rate Yield Rate with respect to Base Rate Advances shall be computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. With respect to any calendar month in which a Payment Date occurs, any Yield that accrues with respect to any Base Rate Advance during the period that commences and on and includes the first day of such calendar month and ends on and includes the end of the Remittance Period in such calendar month shall be payable on the Payment Date that occurs in such calendar month. Any Yield with respect to any Base Rate Advance that accrues in such calendar month after the Remittance Period in such calendar month shall be payable on the Payment Date next following the Payment Date that occurs in such calendar month. (b) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Lenders and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith or willful misconduct of, or failure to fund such payment Advance on the part of, the Lenders, made or depositeffectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lenders against any loss, cost or expense incurred by such Lenders related thereto (other than any such loss, cost or expenses due to the gross negligence, bad faith, willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or any Affiliate thereof), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lenders to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent demonstrable error. (d) In connection with the use or administration of Term SOFR, the Administrative Agent (with the consent of the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by or on behalf of the Seller or the Servicer Borrower hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon 1:00 P.M. (New York, New York City time) on the day when due in same day lawful money of the United States in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the ServicerLender. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, Borrower shall, to the extent permitted by law, pay to the Agent interest on any amount all amounts owing to the Lender or the Agent and not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunderhereunder at the Non-CP Rate, at an interest rate equal to plus 2.00% per annum above the Base Rate%, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Law. law. Such interest shall be for the account of, and distributed by the Agent to, the Lender (c) or to the Agent for its own account, if applicable). Any Obligation hereunder shall not be reduced by any distribution of any portion of Collections if at any time such distribution is rescinded or returned by the Lender to the Borrower or any other Person for any reason. All computations of interest under clause (b) and all computations of DiscountYield, fees Liquidation Fees, the Custodian’s Fees, the Fees, the Active Backup Servicer’s Fee and other amounts hereunder the Standby Backup Servicer’s Fee shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. . (b) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield, interest or any fee payable hereunder, as the case may be. (c) If any Borrowing requested by the Borrower and approved by the Lender and the Agent pursuant to Section 2.02 or any selection of any Fixed Period requested by the Borrower and approved by the Agent pursuant to Section 2.04 is not for any reason whatsoever, except as a result of the gross negligence or wilful misconduct of the Lender and/or the Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify the Lender against any loss, cost or expense incurred by the Lender (other than any such payment loss, cost or depositexpense solely due to the gross negligence or willful misconduct of the Lender or the Agent), including, without limitation, any loss (including cost of funds and out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to fund Loans or maintain Loans during such Fixed Period.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer Borrower hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon (New York, New York time) 1:00 p.m. on the day when due in same day Dollars in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may Administrative Agent. Any Obligation hereunder shall not be designated from time to time reduced by such Purchaser Agent to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect any distribution of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not portion of Available Collections if at any time exceed such distribution is rescinded or required to be returned by any Lender to the maximum rate permitted by Borrower or any other Person for any reason. Each Advance shall accrue interest at the applicable Law. (c) Yield Rate for each day during each applicable Remittance Period. All computations of interest under clause (b) and all computations of Discount, fees with respect to the Yield and other amounts hereunder the Yield Rate shall be made computed on the basis of a year of 360 three hundred and sixty (360) days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for and the actual number of days elapsed. Each Advance shall accrue interest at the Yield Rate for each day beginning on, and including, the Advance Date with respect to such Advance and ending on, but excluding, the date such Advance is repaid in full. (b) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. To the extent that Available Collections are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to the applicable provision of Section 2.04, such payment unpaid amounts shall remain due and owing and shall be payable on the next succeeding Payment Date until repaid in full. (c) If any Advance requested by the Borrower pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, fraud, bad faith or depositwillful misconduct of, or failure to fund such Advance on the part of, the Lenders or the Administrative Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any loss, cost or reasonable and documented expense incurred by such Lender related thereto, including, any loss (including cost of funds and reasonable and documented out-of-pocket expenses but excluding lost profits), cost or expense actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon (New York, New York time) 5:00 p.m. on the day when due in same day lawful money of the United States in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and Administrative Agent. The Borrower or the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may beapplicable, shall, to the extent permitted by law, pay to the Secured Parties interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, to any of the Secured Parties hereunder at an interest rate equal to 2.004.0% per annum above the Base Rate (other than with respect to any Advances outstanding, which shall accrue at the Yield Rate), payable on demand, from the date of such nonpayment until such amount is paid in full (as well after as before judgment); provided, provided that such interest rate shall not at any time exceed the maximum rate permitted by applicable Applicable Law. (c) . Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. All computations of interest under clause (b) and all computations of Discount, fees Yield and other amounts fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (or including the first but excluding the last day) elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate. (b) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Lender Agents and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence or willful misconduct of, or failure to fund such payment Advance on the part of, the Lenders, the Administrative Agent or depositan Affiliate thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any loss, cost or expense incurred by such Lender related thereto (other than any such loss, cost or expense solely due to the gross negligence or willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or an Affiliate thereof), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses but excluding lost profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer Collection Agent to the Administrative Agent, any Funding Agent or any Lender hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon 11:00 A.M. (New York, New York City time) on the day when due in same day funds to the account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the ServicerFunding Agent's Account. All amounts received after 1:00 p.m. to be deposited by the Borrower or the Collection Agent into any Collateral Account, any Funding Agent's Account or any other account shall be deposited no later than 11:00 A.M. (New York, New York City time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasersdate when due. (b) The Seller (with respect to amounts payable by Each of the Seller) or Borrower and the Servicer (with respect to amounts payable by the Servicer), as the case may be, Collection Agent shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, it when due and payable hereunderhereunder (after as well as before judgment), at an interest rate per annum equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (b) and all computations of DiscountInterest, fees Fees, and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the date of payment) elapsed, except that computations of interest and Interest based on clause (i)(b)(A) of the definition of Base Rate shall be made on the basis of a year of 365 days (or 366, as applicable). Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit. Any computations by the Administrative Agent or the applicable Funding Agent of amounts payable by the Borrower hereunder shall be binding upon the Borrower absent manifest error. (d) All payments required to be made hereunder to any Lender shall be made by paying such amount to the applicable Funding Agent's Account in accordance with this Section 2.09. Upon receipt of funds, such Funding Agent shall pay such funds to the related Lender(s) owed such funds in accordance with the records maintained by such Funding Agent. If a Funding Agent shall have paid to any Lender any funds that (i) must be returned for any reason (including any Event of Bankruptcy) or (ii) exceeds that which such Lender was entitled to receive, such amount shall be promptly repaid to such Funding Agent by such Lender. (e) All payments of principal and interest in respect of any Tranche shall be made in the same Approved Currency as the Approved Currency in which such Tranche is denominated. All other payments to be made by the Collection Agent or the Borrower hereunder shall be made solely in Dollars.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer Borrower hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon (New York, New York time) 1:00 p.m. on the day when due in same day Dollars in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may Administrative Agent. Any Obligation hereunder shall not be designated from time to time reduced by such Purchaser Agent to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect any distribution of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not portion of Available Collections if at any time exceed such distribution is rescinded or required to be returned by any Lender to the maximum rate permitted by Borrower or any other Person for any reason. Each Advance and I/O Loan shall accrue interest at the applicable Law. (c) Yield Rate for each day during each applicable Remittance Period. All computations of interest under clause (b) and all computations of Discount, fees with respect to the Yield and other amounts hereunder the Yield Rate shall be made computed on the basis of a year of 360 three hundred and sixty (360) days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for and the actual number of days elapsed. Each Advance shall accrue interest at the Yield Rate for each day beginning on, and including, the Advance Date with respect to such Advance and ending on, but excluding, the date such Advance is repaid in full. Yield on the I/O Loan due on each Payment Date shall be equal to the applicable interest due thereon with respect to each such Payment Date, which Yield shall accrue at the Yield Rate for each day during the Remittance Period. (b) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. To the extent that Available Collections are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.04(a)(v) and Section 2.04(b)(i), such payment unpaid amounts shall remain due and owing and shall be payable on the next succeeding Payment Date until repaid in full. (c) If any Advance requested by the Borrower pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence or depositwillful misconduct of, or failure to fund such Advance on the part of, the Lenders, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any loss, cost or expense incurred by such Lender related thereto, including, any loss (including cost of funds and out-of-pocket expenses but excluding lost profits), cost or expense actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such ▇▇▇▇▇▇ to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error. (d) For the avoidance of doubt, the Borrower shall not be obligated to pay or repay any amounts in respect of an I/O Notional Loan other than interest in accordance with Section 2.01 and Section 2.04, as applicable.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer Collection Agent hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon 11:00 A.M. (New York, New York City time) on the day when due in lawful money of the United States of America in same day funds to the account for each Purchaser maintained by Agent's Account or the applicable Purchaser Cash Collateral Account, as applicable. The Agent as may shall promptly thereafter cause to be designated from time to time by such Purchaser Agent distributed (i) like funds relating to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit payment out of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid Collections in respect of Discount and feesCapital, according Yield, Collection Agent Fee or other amounts payable out of Collections, to the Discount applicable Owners, ratably in accordance with their respective interests therein, and fees payable to such Purchasers the Collection Agent, in accordance with the provisions of Section 2.05 or 2.06, as applicable, and (yii) in like funds relating to the case of such amounts paid in respect of Capital (or in respect payment by the Seller of any other obligations other than Discount and fees)amounts payable by the Seller hereunder, according to the outstanding Capital funded by parties hereto for whose benefit such Purchasersfunds were paid (and if such funds are insufficient, such distribution shall be made ratably in accordance with the respective amounts thereof). (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay to the Agent interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, hereunder (except for those amounts with respect to which Yield accrues) at an interest rate equal to 2.002% per annum above the Alternate Base RateRate in effect from time to time, payable on demand; , provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Lawlaw. Such interest shall be for the account of, and distributed by the Agent to, the applicable Owners ratably in accordance with their respective interests in such overdue amount. (c) All computations of interest under clause (b) and all computations of DiscountYield, Liquidation Yield and fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. Whenever . (d) Unless the Agent shall have received notice from the Collection Agent or the Seller prior to the date on which any payment is due to any Investor hereunder that the Collection Agent or deposit the Seller, as the case may be, will not make such payment in full, the Agent may assume that the Collection Agent or the Seller, as the case may be, has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to such Investor on such due date an amount equal to the amount then due such Investor. If and to the extent the Collection Agent or the Seller, as the case may be, shall not have so made hereunder shall be due on a day other than a Business Daysuch payment in full to the Agent, such payment or deposit Investor shall be made repay to the Agent forthwith on demand such amount distributed to such Investor together with interest thereon, for each day from the next Business Day and date such extension of time shall be included in amount is distributed to such Investor until the computation of date such payment or depositInvestor repays such amount to the Agent, at the Federal Funds Rate.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon (New York, New York time) 1:00 p.m. on the day when due in same day lawful money of the United States in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and Administrative Agent. The Borrower or the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may beapplicable, shall, to the extent permitted by law, pay to the Secured Parties interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, to any of the Secured Parties hereunder at an interest rate equal to 2.004.0% per annum above the Base Yield Rate, payable on demand, from the date of such nonpayment until such amount is paid in full (as well after as before judgment); provided, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Applicable Law. (c) . Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. All computations of interest under clause (b) and all computations of Discount, fees Yield and other amounts fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (or including the first but excluding the last day) elapsed, other than calculations with respect to the Alternative Rate, which shall be based on a year consisting of 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate. (b) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Lender Agents and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence or willful misconduct of, or failure to fund such payment Advance on the part of, the Lenders, made or depositeffectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any loss, cost or expense incurred by such Lender related thereto, including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon (New York, New York time) 3:00 p.m. on the day when due in same day lawful money of the United States in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and Administrative Agent. The Borrower or the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may beapplicable, shall, to the extent permitted by law, pay to the Secured Parties interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, to any of the Secured Parties hereunder at an interest rate equal to 2.002.5% per annum above the Base Rate (other than with respect to any advances outstanding, which shall accrue at the Yield Rate), payable on demand, from the date of such nonpayment until such amount is paid in full (as well after as before judgment); provided, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Applicable Law. (c) . Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. All computations of interest under clause (b) and all computations of Discount, fees Yield and other amounts fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (or including the first but excluding the last day) elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate. (b) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Lender Agents and the Administrative Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence or willful misconduct of, or failure to fund such payment Advance on the part of, the Lenders (as determined by the final order of a court of competent jurisdiction), the Administrative Agent or depositan Affiliate thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any loss, cost or expense incurred by such Lender related thereto (other than any such loss, cost or expense solely due to the gross negligence or willful misconduct (as determined by the final order of a court of competent jurisdiction) or failure to fund such Advance on the part of the Lenders, the Administrative Agent or an Affiliate thereof), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Transferor or the Servicer Collection Agent hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon 12:00 P.M. (New York, New York time) on the day when due in same day immediately available funds to the a special account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (xaccount number) in the case name of such amounts paid the Administrative Agent and maintained at Chase's office at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ in respect The City of Discount New York. Any payments to be made by the Transferor or the Collection Agent pursuant to Sections 2.5 and fees2.6 shall be made by withdrawing funds from any or all of the Collection Accounts, according to at the Discount and fees payable to such Purchasers and (y) option of the Collection Agent or, in the case event of such amounts paid in respect a Potential Termination Event or Termination Event, at the option of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) Administrative Agent. The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, Transferor shall, to the extent permitted by law, pay to the Administrative Agent, for the benefit of the applicable Funding Agent, Initial Purchaser and the PARCO APA Banks, interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunderhereunder as follows: (a) to the PARCO Funding Agent for the benefit of PARCO and/or the PARCO APA Banks, at an interest rate equal to 2.002% per annum above plus the Applicable Margin plus the PARCO Base RateRate on the share of such amounts allocable to PARCO and the PARCO APA Banks; (b) to the Redwood Funding Agent for the benefit of Redwood, payable the Redwood Yield on demandthe share of such amounts allocable to Redwood; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. and (c) to the Liberty Funding Agent for the benefit of Liberty, 2% plus the Liberty Base Rate on the share of such amounts allocable to Liberty. All computations of PARCO Discount, Yield, interest under clause (b) and all computations of Discount, per annum fees and other amounts hereunder shall be made on the basis of a year of 360 days (or or, in the case of PARCO Discount calculated at the Base Rate, a year of 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. Whenever any payment Any computations by the Administrative Agent or deposit to be made a Funding Agent of amounts payable by the Transferor hereunder shall be binding upon the Transferor absent manifest error. Promptly upon receipt of any amounts due and owing to the Initial Purchasers, the PARCO APA Banks and the Funding Agents hereunder on a day other than a any Business Day, the Administrative Agent shall, by no later than 3:00 p.m. (New York time), remit such payment or deposit shall be made on the next Business Day and amounts in immediately available funds to such extension of time shall be included Persons by depositing such amounts in the computation of such payment or depositapplicable Funding Account, until otherwise notified in writing by the applicable Funding Agent.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer Buyer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon (New York, New York time) in accordance with the terms hereof on the day when due in same day immediately available funds to the account for each Purchaser maintained by of CMC, on behalf of the applicable Purchaser Agent as may be OriginatorOriginators, designated from time to time by each OriginatorCMC or as otherwise directed by the applicable OriginatorCMC. CMC shall retain the ratable portion of funds due to CMC, as an Originator, pursuant to Section 1.2(b)(i), and CMC shall pay to each applicable Subsidiary Originator, in cash or by way of credit to such Purchaser Agent Subsidiary Originator in the appropriate intercompany account, the ratable portion of the funds received from the Buyer due to the Seller such Subsidiary Originator pursuant to Section 1.2(b)(i); it being further agreed that (a) each purchase of each Receivable and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will Related Security with respect thereto shall be deemed to have been received be made on the next Business Day. Except as expressly set forth hereindate such Receivable is created, and (b) CMC shall settle from time to time each Purchaser Agent shall distribute such credit to the account of such Subsidiary Originator, by way of payments in cash or by way of credits in amounts paid equal to it hereunder cash expended, obligations incurred or the value of services or property provided by or on behalf of CMC, in each case for the benefit of such Subsidiary Originator in accordance with CMC’s and such Subsidiary Originator’s cash management and accounting policies. In the Purchasers event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, then such payment shall be made on the next succeeding Business Day. If any Person fails to pay any amount hereunder when due, such Person agrees to pay, on demand, the Default Fee in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts respect thereof until paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demandfull; provided, however, that such rate Default Fee shall not at any time exceed the maximum rate permitted by applicable Law. (c) law. All computations of interest under clause (b) and all computations of Discount, fees and other amounts payable hereunder shall be made on the basis of a year of 360 days (or or, in the case of any calculation thereof based upon the Prime Rate, 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer Servicers to any Secured Party hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon (New York, New York time) 12:00 p.m. Eastern Time on the day when due in same day funds to account designated by the Administrative Agent for distribution to the applicable party to which such amounts are due. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of any Credit Parties hereunder that the Borrower will not make such payment (including because Collections are not available therefor), the Administrative Agent may assume that the Borrower has made or will make such payment on such date in accordance herewith and may (but shall not be obligated to), in reliance upon such assumption, distribute to the Credit Parties the amount due. In such event, if the Borrower has not in fact made such payment, then each Credit Party severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Credit Party, with interest thereon, for each Purchaser maintained day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the applicable Purchaser Administrative Agent as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received in accordance with banking industry rules on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasersinterbank compensation. (b) The Seller Each of the Borrower and each Servicer shall (with respect to amounts payable by or shall direct the Seller) or the Servicer (with respect to amounts payable by the ServicerBorrower to), as the case may be, shallseverally and not jointly, to the extent permitted by lawapplicable Law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, it when due and payable hereunder, at an interest rate per annum equal to 2.002.50% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause subsection (b) above and all computations of DiscountInterest, fees Fees and other amounts hereunder shall be made on the basis of a year of 360 days (or or, in the case of amounts determined by reference to the Base Rate, 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer Finance Subsidiary hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon (New York, New York time) in accordance with the terms hereof on the day when due in same day immediately available funds to the account for each Purchaser maintained by of the applicable Purchaser Seller Agent as may be designated from time to time by such Purchaser the Seller Agent or as otherwise directed by the Seller Agent; provided that to the Seller and extent Collections during any Settlement Period that are available to fund the ServicerPurchase Price of Receivables sold during such period are less than the full amount of such Purchase Price, the unpaid portion thereof shall be paid or provided for on the related Settlement Date in accordance with Section 1.4(c). All amounts received after 1:00 p.m. (New YorkIn the event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, New York time) will then such payment shall be deemed to have been received made on the next succeeding Business Day. Except as expressly set forth hereinIf any Person fails to pay any amount hereunder when due, each Purchaser Agent shall distribute such Person agrees to pay, on demand, the amounts paid to it hereunder for the benefit of the Purchasers Default Fee in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts respect thereof until paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demandfull; provided, however, that such rate Default Fee shall not at any time exceed the maximum rate permitted by applicable Law. (c) law. All computations of interest under clause (b) and all computations of Discount, fees and other amounts payable hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. (b) Each Seller hereby agrees that the Seller Agent is authorized to receive amounts due from Finance Subsidiary to such Seller hereunder. Whenever any payment or deposit to be made hereunder All amounts so received shall be due on applied in the following order of payment during each Settlement Period: (i) first, to pay any amounts payable pursuant to 1.2(c)(ii); and (ii) second, to make payments of interest on, and then principal of the Intercompany Note in accordance with Section 1.8 and the Intercompany Note. (c) On each Settlement Date: (i) the Seller Agent shall determine the aggregate Purchase Price (the "Aggregate Purchase Price") for all Receivables conveyed by the Sellers to Finance Subsidiary during the preceding Settlement Period or, in the case of the Amortization Date, during the period from the end of the preceding calendar week to the Amortization Date (each such period, a day other than a Business Day"Purchase Settlement Period"); provided, such payment or deposit that the final Purchase Settlement Period shall be made commence on the next Business Day day following the most recently ended Purchase Settlement Period and shall end on the Amortization Date; (ii) if on any Settlement Date, the Aggregate Purchase Price for the related Purchase Settlement Period minus the aggregate amount of Purchase Price Credits for such extension Purchase Settlement Period (such difference, the "Modified Aggregate Purchase Price") exceeds the amount of time shall be included cash payments received by the Seller Agent on behalf of the Sellers as provided herein for such Purchase Settlement Period (such amount, the "Cash Payments"), the Seller Agent shall, subject to the terms of this Agreement and to the extent it has not already done so, record such excess as an increase in the computation principal amount outstanding under the Intercompany Note (subject to the limitation set forth in Section 1.8(c)), and if any excess remains after giving effect to the permissable increase in the principal amount of the Intercompany Note, the Sellers may declare the Amortization Date to have occurred with respect to all Sellers by delivering notice to that effect to Finance Subsidiary and the Agent; (iii) if on any Settlement Date, the Cash Payments for the related Purchase Settlement Period exceed the Modified Aggregate Purchase Price for such Purchase Settlement Period, the Seller Agent shall, subject to the terms of this Agreement, record the application of that excess, (x) first, to the payment or depositof unpaid and accrued interest on the Intercompany Note, as applicable, (y) second, as a reduction in the principal amount of the Intercompany Note, as applicable, and, (z) third, cause the Sellers to pay any remaining excess to Finance Subsidiary.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon (New York, New York time) 1:00 p.m. on the day when due in same day lawful money of the United States in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and Administrative Agent. The Borrower or the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may beapplicable, shall, to the extent permitted by law, pay to the Secured Parties interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, to any of the Secured Parties hereunder at an interest rate equal to 2.004.0% per annum above the Base Rate (other than with respect to any Advances Outstanding, which shall accrue at the Yield Rate), payable on demand, from the date of such nonpayment until such amount is paid in full (as well after as before judgment); provided, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Applicable Law. (c) . Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. All computations of interest under clause (b) and all computations of Discount, fees Yield and other amounts fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (or including the first but excluding the last day) elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate. (b) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence or willful misconduct of, or failure to fund such payment Advance on the part of, the Lenders, made or depositeffectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any loss, cost or expense incurred by such Lender related thereto, including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon (New York, New York time) 1:00 p.m. on the day when due in same day Dollars in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may Administrative Agent. Any Obligation hereunder shall not be designated from time to time reduced by such Purchaser Agent to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect any distribution of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not portion of Available Collections if at any time exceed such distribution is rescinded or required to be returned by any Lender to the maximum rate permitted by Borrower or any other Person for any reason. Each Advance shall accrue interest at the applicable Law. (c) Yield Rate for each day during each applicable Remittance Period. All computations of interest under clause (b) and all computations of Discount, fees with respect to the Yield and other amounts hereunder the Yield Rate shall be made computed on the basis of a year of 360 three hundred and sixty (360) days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for and the actual number of days elapsed. Each Advance shall accrue interest at the Yield Rate for each day beginning on, and including, the Advance Date with respect to such Advance and ending on, but excluding, the date such Advance is repaid in full. (b) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. To the extent that Available Collections are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.04(a)(v) and Section 2.04(b)(i), such payment unpaid amounts shall remain due and owing and shall be payable on the next succeeding Payment Date until repaid in full. (c) If any Advance requested by the Borrower pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith or depositUSActive 55323723.3 willful misconduct of, or failure to fund such Advance on the part of, the Lenders, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any loss, cost or expense incurred by such Lender related thereto, to the extent reasonable and documented, (other than any such loss, cost or expenses due to the gross negligence, bad faith, willful misconduct or failure to fund such Advance on the part of the Lenders) including, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error.

Payments and Computations, Etc. Allocation of ---------------------------------------------- Collections. ----------- (a) All per annum fees payable under this Agreement shall be calculated for the actual days elapsed on the basis of a 360-day year. All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon 11:00 a.m. (New York, New York City time) on the day when due in same day funds immediately available funds; if such amounts are payable to an Owner or Owners they shall be paid or deposited in the Administrative Agent's account for each Purchaser maintained by indicated on the applicable Purchaser Agent as may be designated from time to time signature page hereof, until otherwise notified by such Purchaser Agent to the Seller and the ServicerOwner. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by lawLaw, pay to the Administrative Agent for the account of each Owner upon demand, interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, to the Administrative Agent for the account of each Owner hereunder at an interest a rate equal to 2.002% per annum above plus the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) . All computations of interest under clause (b) and all computations of Discount, fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. Whenever any payment Any computations of amounts payable by the Seller hereunder made by the Buyer, the Administrative Agent or deposit to be made hereunder the Program LOC Bank shall be due on binding absent manifest error. (b) Any payment by an Obligor in respect of any indebtedness owed by it to the Seller shall, except as otherwise specified by such Obligor or otherwise required by Contract or Law and unless otherwise instructed by the Administrative Agent, be applied as a day other than a Business Day, Collection of any Receivable of such payment or deposit shall be made on the next Business Day and such extension of time shall be Obligor included in the computation Purchased Interest (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such payment Obligor; provided, however, that in regard to any payments made by IBM or depositany Subsidiary -------- ------- or Affiliate of IBM, only payments made in respect of Receivables shall be so applied.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the each Seller or the Buyer’s Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than 12:00 noon (New York, New York time) on the day when due in US Dollars in same day funds to the account for each Purchaser maintained Buyer as directed by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable Buyer to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Buyer’s Servicer (with respect to amounts payable by the Servicer), as the case may be, in writing. Each Seller shall, to the extent permitted by law, pay to the Buyer interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, hereunder at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Lawlaw. (cb) All computations of interest under clause (b) and all computations of Discount, fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. Whenever . (c) For the purposes of the Interest Act (Canada), (i) whenever any payment interest or deposit fee under this Agreement is calculated using a rate based on a year of 360 days or 365 days, as the case may be, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 days or 365 days, as the case may be, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest or fee is payable (or compounded) ends, and (z) divided by 360 or 365, as the case may be, (ii) the principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement, and (iii) the rates of interest stipulated in this Agreement are intended to be made hereunder shall nominal rates and not effective rates or yields. (d) Each Seller hereby irrevocably and unconditionally waives and relinquishes to the fullest extent it may legally do so (i) any express or implied vendor’s lien, and any other Lien, which would otherwise be due imposed on a day other than a Business Day, such payment or deposit shall be made affect any Seller Receivable or any Receivable Asset on the next Business Day and such extension account of time shall be included in the computation any unpaid amount of such payment Seller’s Initial Purchase Price or depositany Purchase Price therefor or on account of any other unpaid amounts otherwise payable by the Buyer under or in connection with this Agreement or the Subordinated Note payable to the order of such Seller or otherwise and (ii) with respect to the obligations of such Seller to make payments or deposits under this Agreement (including, without limitation, payments under Sections 2.03 and 6.01), any setoff, counterclaim, recoupment, defense and other right or claim which such Seller may have against the Buyer as a result of or arising out of the failure of the Buyer to pay any amount on account of such Seller’s Initial Purchase Price or any Purchase Price under Sections 2.01 and 2.02 or any other amount payable by the Buyer to such Seller under this Agreement or the Subordinated Note payable to the order of such Seller or otherwise.

Payments and Computations, Etc. Notwithstanding any limitation on recourse ------------------------------ contained in this Agreement, the Seller shall pay to the Agent, for the account of the relevant Purchasers, such fees as set forth in the Fee Letter, all CP Costs, all amounts payable as Discount, all amounts payable pursuant to Article ------- 8, if any, all Servicer costs, if any, payable pursuant to Section 6.2, any and - ----------- all issuing and paying agent fees and commissions of commercial paper dealers and, to the extent not duplicative of commercial paper dealer commissions, placement agents in respect of Commercial Paper issued to fund any Receivable Interest of PREFCO hereunder (ato the extent each of the foregoing has not been included in the determination of the CP Rate), and on demand therefor, any Early Collection Fee. If any Person fails to pay any amount when due hereunder and such non-payment results in either a Servicer Default under Section 7.1(a)(i) or ----------------- a Termination Event under Section 7.2(a)(i), such Person agrees to pay, on ----------------- demand, the Default Fee. All amounts to be paid or deposited by the Seller or the Servicer any Person hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon 11:00 A.M. (New York, New York Chicago time) on the day when due in same day funds immediately available funds; if such amounts are payable (i) to a Purchaser they shall be paid to the Agent, for the account for each Purchaser maintained of such Purchaser, at 1 Bank ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ until otherwise notified by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent or (ii) to the Seller and the Servicer. All amounts received after 1:00 p.m. (New YorkSeller, New York time) will they shall be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group or deposited to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable Facility Account until otherwise notified by the Seller) or . In addition, the Servicer (with respect Seller hereby authorizes, until further written notice is actually received by Bank One, Bank One to debit the Facility Account for amounts payable by the Servicer), as the case may be, shall, due hereunder and to distribute such amounts to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable LawPersons. (c) All computations of interest under clause (b) and all computations of Discount, fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer to the Administrative Agent, any Credit Party, any Affected Person or any Borrower Indemnified Party hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon (New York, New York City time) on the day when due in same day funds to the account so designated by the Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the Lender’s Account that the Borrower will not make such payment (including because Collections are not available therefor), the Administrative Agent may assume that the Borrower has made or will make such payment on such date in accordance herewith and may (but shall not be obligated to), in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each Lender severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, with interest thereon, for each Purchaser maintained day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent at the greater of the Overnight Bank Funding Rate and a rate determined by the applicable Purchaser Administrative Agent as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received in accordance with banking industry rules on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasersinterbank compensation. (b) The Seller (with respect to amounts payable by Each of the Seller) or Borrower and the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by lawApplicable Law, pay interest on any amount other than Capital (which Capital shall accrue Interest) not paid or deposited by the Seller or the Servicer, as the case may be, it when due and payable hereunder, at an interest rate per annum equal to 2.002.50% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause subsection (b) above and all computations of DiscountInterest, fees Fees and other amounts hereunder shall be made on the basis of a year of 360 days (or or, in the case of amounts determined by reference to the Base Rate, 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon 2:00 p.m. (New York, New York timeCity Time) on the day when due in same day funds (i) with respect to any payment other than in reduction of Capital, to the account for each Purchaser maintained by the applicable Purchaser Agent (or such other account as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer) and (ii) with respect to any payment in reduction of Capital, to the account specified by the Administrator. All amounts received after 1:00 2:00 p.m. (New York, New York timeCity Time) will be deemed to have been received on the next Business Day. (b) The Administrator shall distribute any payments received by it hereunder in reduction of Capital for the account of any Purchaser to such Purchaser’s Purchaser Agent promptly following the Administrator’s receipt thereof. Except as expressly set forth hereinUnless the Administrator shall have received notice from the Seller prior to the date on which any payment is due to the Administrator for the account of the Purchasers hereunder that the Seller (or the Servicer on its behalf) will not make such payment (including because Collections are not available therefor), the Administrator may assume that the Seller has made or will make such payment on such date in accordance herewith and may (but shall not be obligated to), in reliance upon such assumption, distribute to the Purchaser Agents the amount due. In such event, if the Seller (or the Servicer on its behalf) has not in fact made such payment, then each of the Committed Purchasers severally agrees to repay to the Administrator forthwith on demand the amount so distributed to the members of such Committed Purchaser’s Purchaser Group, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrator, at the greater of the Overnight Bank Funding Rate and a rate determined by the Administrator in accordance with banking industry rules on interbank compensation. Each Purchaser Agent shall distribute the amounts paid to any payments received by it hereunder in reduction of Capital for the benefit account of the Purchasers in its Purchaser Group promptly following such Purchaser Agent’s receipt thereof, ratably in accordance with such Purchasers’ outstanding Capital. If the Seller and any Committed Purchaser shall pay such interest to the Purchasers within its Administrator for the same or an overlapping period, the Administrator shall promptly remit to such Committed Purchaser Group ratably (x) in the case amount of such amounts interest paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such PurchasersCommitted Purchaser for such period. Any such payment by such Committed Purchaser shall be without prejudice to any claim such Committed may have against the Seller. (bc) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.002.0% per annum above the Base Rate, payable on demand; provideddemand (in the case of payments by the Seller, that such rate shall not at any time exceed subject to the maximum rate permitted by applicable Lawpriorities of payment set forth in Section 1.4). (cd) All computations of interest under clause (b) and all computations of Discount, fees Fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days366, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) days for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon 1:00 p.m. (New York, New York time) on the day when due in same day funds in U.S. dollars to the account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the ServicerPurchaser’s Account. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next immediately succeeding Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, Servicer when due and payable hereunder, at an interest rate equal to 2.00% two percent (2%) per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause subsection (b) above and all computations of Discount, fees fees, and other amounts hereunder shall be made on the basis of a year of 360 three hundred sixty (360) days (other than Discount calculated of the Base Rate which shall be computed on the basis of a year of three hundred sixty-five (365) or 365 or 366 three hundred sixty-six (366) days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Ratecase may be) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit. (d) From time to time, upon reasonable request by the Seller or the Servicer, the Agent shall notify the Seller or the Servicer, in response to such request, as to changes in the Base Rate, the CP Rate, the Eurodollar Rate and LIBOR; provided that the failure of such notice to be requested or given shall not waive, preclude, delay or otherwise limit the effectiveness of any such change.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon (New York, New York time) 1:00 p.m. on the day when due in same day Dollars in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may Administrative Agent. Any Obligation hereunder shall not be designated from time to time reduced by such Purchaser Agent to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect any distribution of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not portion of Available Collections if at any time exceed such distribution is rescinded or required to be returned by any Lender to the maximum rate permitted by Borrower or any other Person for any reason. Each Advance shall accrue interest at the applicable Law. (c) Yield Rate for each day during each applicable Remittance Period. All computations of interest under clause (b) and all computations of Discount, fees with respect to the Yield and other amounts hereunder the Yield Rate shall be made computed on the basis of a year of 360 three hundred and sixty (360) days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for and the actual number of days elapsed. Each Advance shall accrue interest at the Yield Rate for each day beginning on, and including, the Advance Date with respect to such Advance and ending on, but excluding, the date such Advance is repaid in full. (b) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. To the extent that Available Collections are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.04(a)(v) and Section 2.04(b)(i), such payment unpaid amounts shall remain due and owing and shall be payable on the next succeeding Payment Date until repaid in full. (c) If any Advance requested by the Borrower pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence or depositwillful misconduct of, or failure to fund such Advance on the part of, the Lenders, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any loss, cost or expense incurred by such Lender related thereto, including, any loss (including cost of funds and out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer Servicer, hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon 11:00 a.m. (New York, New York Chicago time) on the day when due in lawful money of the United States of America in same day funds to a special account in the account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit name of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) Administrative Agent, attention: Loan Division RC #1159, ABA# ▇▇▇▇▇▇▇▇▇, regarding Account No. ▇▇▇▇▇▇▇, Reference: Terra Receivables Purchase Facility, maintained in the case name of such amounts paid in respect of Discount and feesthe Administrative Agent at BofA's office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, according to ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital ("Administrative Agent's Account"). Seller or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may beapplicable, shall, to the extent permitted by law, pay to the Administrative Agent interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, hereunder at an interest rate equal to 2.002% per annum above the Base Alternate Reference Rate, payable on demand; , provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) law. Such interest shall be retained by the Administrative Agent except to the extent that such failure to make a timely payment or deposit has continued beyond the date for distribution by the Administrative Agent of such overdue amount to Purchasers or any other Person having an interest in such overdue amount, in which case such interest accruing after such date shall be for the account of, and distributed by the Administrative Agent to, such Persons ratably in accordance with their respective interests in such overdue amount. All computations of interest under clause (b) and all computations of Discount, fees Earned Discount and other amounts fees hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first day but excluding the last day) elapsed. Whenever . (b) All proceeds obtained by any payment Purchaser on account of the exercise of, or deposit forbearance to be made hereunder exercise, any right of setoff, counterclaim or similar right if applied with regard to Seller's obligations arising under an agreement for the purchase of Receivables or an agreement for borrowed money, in whole or in part, shall be due applied first to those arising under this Agreement until exhausted prior to their application to obligations arising under any such other agreement. Each Purchaser agrees that if it shall, by exercising or forebearing to exercise any right of setoff or counterclaim or otherwise, receive proportionate collections on a day its Purchasers' Investment which are greater than proportionate collections received by any other than a Business DayPurchaser in respect of the Purchasers' Investment held by such other Purchaser, the Purchaser receiving such payment or deposit proportionately greater collections shall purchase participations in the Purchasers' Investments held by the other Purchasers, and such other adjustments shall be made on as may be required, so that all such collections with respect to such Purchasers' Investments held by the next Business Day and such extension of time Purchasers shall be included in shared by the computation Purchasers pro rata according to their respective Percentages; provided however, that if all or any portion of such payment collections is thereafter recovered from such purchasing Purchaser (including, without limitation, by reason of insolvency or depositbankruptcy) the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer Collection Agent to the Administrative Agent, any Funding Agent or any Lender hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon 11:00 A.M. (New York, New York City time) on the day when due in same day funds to the account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the ServicerFunding Agent's Account. All amounts received after 1:00 p.m. to be deposited by the Borrower or the Collection Agent into the Collateral Account, any Funding Agent's Account or any other account shall be deposited no later than 11:00 A.M. (New York, New York City time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasersdate when due. (b) The Seller (with respect to amounts payable by Each of the Seller) or Borrower and the Servicer (with respect to amounts payable by the Servicer), as the case may be, Collection Agent shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, it when due and payable hereunderhereunder (after as well as before judgment), at an interest rate per annum equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (b) and all computations of DiscountInterest, fees Fees, and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the date of payment) elapsed, except that computations of interest and Interest based on clause (i)(b)(A) of the definition of Base Rate shall be made on the basis of a year of 365 days (or 366, as applicable). Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit. Any computations by the Administrative Agent or the applicable Funding Agent of amounts payable by the Borrower hereunder shall be binding upon the Borrower absent manifest error. (d) All payments required to be made hereunder to any Lender shall be made by paying such amount to the applicable Funding Agent's Account in accordance with this Section 2.09. Upon receipt of funds, such Funding Agent shall pay such funds to the related Lender(s) owed such funds in accordance with the records maintained by such Funding Agent. If a Funding Agent shall have paid to any Lender any funds that (i) must be returned for any reason (including any Event of Bankruptcy) or (ii) exceeds that which such Lender was entitled to receive, such amount shall be promptly repaid to such Funding Agent by such Lender. (e) All payments of principal and interest in respect of any Tranche and all other payments to be made by the Collection Agent or the Borrower hereunder shall be made solely in Dollars.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer SunGard Funding II hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon (New York, New York time) in accordance with the terms hereof on the day when due in same day immediately available funds to the account for each Purchaser maintained by the applicable Purchaser Agent as may be of SunGard Financing designated from time to time by such Purchaser Agent SunGard Financing or as otherwise directed by SunGard Financing; provided that to the Seller and extent Collections during any Monthly Period that are available to fund the ServicerSecond Step Purchase Price of Receivables sold during such period are less than the full amount of such Second Step Purchase Price, the unpaid portion thereof shall be paid or provided for on the related Settlement Date in accordance with Section 1.4(c). All amounts received after 1:00 p.m. (New YorkIn the event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, New York time) will then such payment shall be deemed to have been received made on the next succeeding Business Day. Except as expressly set forth hereinIf any Person fails to pay any amount hereunder when due, each Purchaser Agent shall distribute such Person agrees to pay, on demand, the amounts paid to it hereunder for the benefit of the Purchasers Default Fee in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts respect thereof until paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demandfull; provided, however, that such rate Default Fee shall not at any time exceed the maximum rate permitted by applicable Law. (c) law. All computations of interest under clause (b) and all computations of Discount, fees and other amounts payable hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. Whenever any payment or deposit . (b) All amounts due to be made hereunder SunGard Financing from SunGard Funding II once received shall be due on applied in the following order of payment during each Monthly Period: (i) first, to pay any amounts payable pursuant to 1.2(c)(ii); and (ii) second, to make payments of interest on, and then principal of the Second Step Intercompany Note in accordance with Section 1.8 and the Second Step Intercompany Note. (c) On each Settlement Date: (i) SunGard Financing shall determine the aggregate Second Step Purchase Price (the “Aggregate Second Step Purchase Price”) for all Assets conveyed by SunGard Financing to SunGard Funding II during the preceding Monthly Period or, in the case of the Amortization Date, during the period from the end of the preceding Monthly Period to the Amortization Date (each such period, a day other than a Business Day“Adjusted Monthly Period”); provided, such payment or deposit that the final Adjusted Monthly Period shall be made commence on the next Business Day day following the most recently ended Adjusted Monthly Period and shall end on the Amortization Date; (ii) if on any Settlement Date, the Aggregate Second Step Purchase Price for the related Adjusted Monthly Period minus the aggregate amount of Second Step Purchase Price Credits for such extension Adjusted Monthly Period (such difference, the “Modified Aggregate Second Step Purchase Price”) exceeds the amount of time shall be included cash payments received by SunGard Financing as provided herein for such Adjusted Monthly Period (such amount, the “Cash Payments”), SunGard Financing shall, subject to the terms of this Agreement and to the extent it has not already done so, record such excess as an increase in the computation principal amount outstanding under the Second Step Intercompany Note (subject to the limitation set forth in Section 1.8(c)), and if any excess remains after giving effect to the permissible increase in the principal amount of the Second Step Intercompany Note, SunGard Financing may declare the Amortization Date to have occurred by delivering notice to that effect to SunGard Funding II and the Administrative Agent; and (iii) if on any Settlement Date, the Cash Payments for the related Adjusted Monthly Period exceed the Modified Aggregate Second Step Purchase Price for such Adjusted Monthly Period, SunGard Financing shall, subject to the terms of this Agreement, record the application of that excess, (x) first, to the payment or depositof any unpaid and accrued interest on the Second Step Intercompany Note, (y) second, as a reduction in the principal amount of the Second Step Intercompany Note, and, (z) third, to the payment of any remaining excess to SunGard Funding II.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Transferor or the Servicer to (i) any Funding Agent on behalf of its respective Owners hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited to such Funding Agent’s account for funds transfers specified from time to time in Schedule I thereto (until otherwise notified by such Funding Agent in accordance with the terms hereof) and (ii) the Administrative Agent shall be paid or deposited to the account identified in the Administrative Agent Fee Letter (until otherwise notified by the Administrative Agent in accordance with the terms hereof), in each case, no later than noon 1:30pm (New York, New York time) on the day when due in same day funds to the account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer. All amounts immediately available funds; provided, that any payment or deposit received after 1:00 p.m. 1:30pm (New York, New York time) will shall be deemed to have been be received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital Day (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by Helaba, the Seller) or the Servicer (with respect to amounts payable by the Servicernext Combined Business Day), as the case may be, . The Transferor shall, to the extent permitted by law, pay to (or for the account of) the applicable Funding Agents (for the account of the Owners in the related Ownership Group), upon demand, interest (but without duplication for Yield) on any amount all amounts not paid or deposited when due in accordance with the terms of this Agreement at a rate equal to the Default Rate. All computations of interest hereunder shall be made on a monthly basis based on the actual number of days in any given month assuming a 360-day year. Any payment to be made to (or for the account of) the Owners hereunder shall be made to their respective Funding Agents on behalf of such Owners as described above and such payment shall conclusively satisfy the Transferor’s or Servicer’s payment duties hereunder. Notwithstanding any provision to the contrary herein, all payments to be made to or for the benefit of the Administrative Agent, the Owners or the 740293053.3 21668437 Funding Agents hereunder in respect of principal, Yield, Monthly Non-Use Fee, other fees, indemnities or otherwise shall be made by the Seller Transferor or the Servicer, as the case may be, when due without offset or reduction of any kind and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (b) and all computations of Discount, fees and other amounts hereunder shall be made paid on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included date therefor in immediately available funds in the computation of such payment or depositmanner specified herein except as otherwise expressly provided herein.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon 1:00 P.M. (New York, New York City time) on the day when due in same day lawful money of the United States in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the ServicerLender. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, Borrower shall, to the extent permitted by law, pay to the Agent interest on any amount all amounts not paid or deposited when due hereunder (whether owing by the Seller Borrower or the Servicer, as ) at the case may be, when due and payable hereunder, at an interest rate equal to Non-CP Rate plus 2.00% per annum above the Base Rate%, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) law. Such interest shall be for the account of, and distributed by the Agent to, the Lender. Any Obligation hereunder shall not be reduced by any distribution of any portion of Collections if at any time such distribution is rescinded or returned by the Lender to the Borrower or any other Person for any reason. All computations of interest under clause (b) and all computations of DiscountYield, fees Liquidation Fee and other amounts fees hereunder (including, without limitation, the Fees, the Backup Servicer's Fee and the Servicing Fee) shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. . (b) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield, interest or any fee payable hereunder, as the case may be. (c) If any Borrowing requested by the Borrower and approved by the Lender and the Agent pursuant to Section 2.02 or any selection of any Fixed Period requested by the Borrower and approved by the Agent pursuant to Section 2.04 is not for any reason whatsoever, except as a result of the gross negligence or wilful misconduct of the Lender and/or the Agent, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify the Lender against any loss, cost or expense incurred by the Lender (other than any such payment loss, cost or depositexpense solely due to the gross negligence or willful misconduct of the Lender or the Agent), including, without limitation, any loss (including cost of funds and out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to fund Loans or maintain Loans during such Fixed Period.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon 2:00 P.M. (New YorkBoston, New York Massachusetts time) on the day when due in same day lawful money of the United States of America in immediately available funds to a special account at FNBB (ABA #▇▇▇-▇▇▇-▇▇▇, account #▇▇▇▇▇▇▇▇), in the account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit name of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount Deal Agent and feesmaintained at FNBB's office located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees)▇▇▇▇▇▇, according to the outstanding Capital funded by such Purchasers. (b) ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay to the Deal Agent interest on any amount all amounts not paid or deposited when due hereunder (whether owing by the Seller individually or the as Servicer, as the case may be, when due and payable hereunder, ) at an interest rate equal to 2.002.0% per annum above the Base Rate, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) law. Such interest shall be retained by the Deal Agent except to the extent that such failure to make a timely payment or deposit has continued beyond the date for distribution by the Deal Agent of such overdue amount to the Purchaser or any applicable Liquidity Provider pursuant to Section 2.06 or otherwise, in which case such interest accruing after such date shall be for the account of, and distributed by the Deal Agent to the Purchaser or such Liquidity Provider. All computations of interest under clause (b) and all computations of DiscountYield, fees Breakage Indemnity, Program Fees, Liquidity Fees, Servicer Fees, Collateral Custodian Fees, Subservicer Fees, Backup Servicer Fees and other amounts fees hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the each Seller or the Buyer’s Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon 11:00 a.m. (New York, New York City time) on the day when due in U.S. Dollars in same day funds to the account for each Purchaser maintained Buyer as directed by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable Buyer to such Purchasers and (y) Seller in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The writing. Each Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay to the Buyer interest on any amount all amounts not paid or deposited by the such Seller or the Servicer, as the case may be, when due and payable hereunder, hereunder at an interest rate equal to 2.00% per annum above the Alternate Base RateRate in effect from time to time, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Lawlaw. (cb) All computations of interest under clause (b) and all computations of Discount, fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. Whenever . (c) Each Seller hereby irrevocably and unconditionally waives and relinquishes to the fullest extent it may legally do so (i) any payment express or deposit to implied vendor’s lien, and any other Lien which would otherwise be made hereunder shall be due imposed on a day or affect any Seller Receivable or any other than a Business Day, such payment or deposit shall be made Receivable Asset on the next Business Day and such extension account of time shall be included in the computation any unpaid amount of such payment Seller’s Purchase Price therefor or depositon account of any other unpaid amounts otherwise payable by the Buyer under or in connection with this Agreement or the Subordinated Note payable to the order of such Seller or otherwise and (ii) with respect to the obligations of such Seller to make payments or deposits under this Agreement (including, without limitation, payments under Sections 2.03 and 6.01), any setoff, counterclaim, recoupment, defense and other right or claim which such Seller may have against the Buyer as a result of or arising out of the failure of the Buyer to pay any amount on account of such Seller’s Purchase Price under Sections 2.01 and 2.02 or any other amount payable by the Buyer to such Seller under this Agreement or the Subordinated Note payable to the order of such Seller or otherwise.

Payments and Computations, Etc. (a) All amounts to be deposited or paid or deposited by the Seller Borrower or the Servicer to the Lender hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than 12:00 noon (New York, New York City time) on the day when due in same day lawful money of the United States in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the ServicerLender. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, Borrower shall, to the extent permitted by law, pay to the Lender interest on any amount all amounts not paid or deposited when due hereunder (whether owing by the Seller Borrower or the Servicer, as the case may be, when due and payable hereunder, ) at an interest rate equal to 2.00% per annum above the Base Rate, plus 2%, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) law. Such interest shall be for the account of the Lender. Any Obligation hereunder shall not be reduced by any distribution of any portion of Collections with respect to any Pledged Receivable if at any time such distribution is rescinded or returned by the Lender to the Borrower or any other Person for any reason. All computations of interest under clause (b) and all computations of Discount, fees and other amounts fees hereunder (including, without limitation, the Fees, the Active Backup Servicer’s Fee, the Standby Backup Servicer’s Fee, the Custodian’s Fee and the Servicing Fee) shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts days for interest calculated by reference to at the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. . (b) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of interest or any fee payable hereunder, as the case may be; provided, however, that with respect to the calculation of interest, such payment extension of time shall not be included in more than one Interest Period. (c) If any Borrowing requested by the Borrower and approved by the Lender pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence or depositwilful misconduct of the Lender or an Affiliate thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify the Lender against any loss, cost or expense incurred by the Lender related thereto (other than any such loss, cost or expense solely due to the gross negligence or willful misconduct of the Lender or an Affiliate thereof), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to fund Loans or maintain Loans during such Interest Period. The Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof so that funds are received by the Lenders no later than noon (New York, New York time) 1:00 p.m. on the day when due in same day lawful money of the United States (including, with respect to Foreign Currency Loan Assets, pursuant to Hedging Agreements) in immediately available funds to the Collection Account, the YRA Account, the URCA Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and Administrative Agent. The Borrower or the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may beapplicable, shall, to the extent permitted by law, pay to the Secured Parties interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, to any of the Secured Parties hereunder at an interest rate equal to 2.004.0% per annum above the Base Rate (other than with respect to any Advances outstanding, which shall accrue at the Yield Rate), payable on demand, from the date of such nonpayment until such amount is paid in full (as well after as before judgment); provided, provided that such interest rate shall not at any time exceed the maximum rate permitted by applicable Applicable Law. (c) . Any Obligation hereunder shall not be reduced by any distribution of any portion of Available Collections if at any time such distribution is rescinded or required to be returned by any Lender to the Borrower or any other Person for any reason. All computations of interest under clause (b) and all computations of Discount, fees Yield and other amounts fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (or including the first but excluding the last day) elapsed, other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate. (b) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. (c) If any Advance requested by the Borrower and approved by the Administrative Agent and the Lender Agents pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence or willful misconduct of, or failure to fund such payment Advance on the part of, the Lenders, the Administrative Agent or depositan Affiliate thereof as determined in a final decision by a court of competent jurisdiction, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any loss, cost or expense incurred by such Lender related thereto (other than any such loss, cost or expense solely due to the gross negligence or willful misconduct or failure to fund such Advance on the part of the Lenders, the Administrative Agent or an Affiliate thereof as determined in a final decision by a court of competent jurisdiction), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses but excluding lost profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error.

Payments and Computations, Etc. 719921903 05109795 13 (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon (New York, New York City time) on the day when due in same day funds to the account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the ServicerAdministration Account. All amounts received after 1:00 p.m. noon (New York, New York City time) will be deemed to have been received on the next Business Day. Amounts payable hereunder to or for the benefit of the Administrator, the Purchasers or the Purchaser Agents (or their related Affected Persons or Indemnified Parties) shall be distributed as follows: (i) Any amounts to be distributed by or on behalf of the Administrator hereunder to any Purchaser Agent, Purchaser or Purchaser Group shall be distributed to the account specified in writing from time to time by the applicable Purchaser Agent to the Administrator, and the Administrator shall have no obligation to distribute any such amounts unless and until it actually receives payment of such amounts by the Seller or the Servicer, as applicable, in the Administration Account. Except as expressly set forth hereinherein (including, without limitation, as set forth in Section 1.6(b)(iii) with respect to Collections held in trust for Declining Conduit Purchasers and Exiting Purchasers), the Administrator shall distribute (or cause to be distributed) such amounts to the Purchaser Agents for the Purchasers within their respective Purchaser Groups ratably (x) in the case of such amounts paid in respect of Discount and Fees, according to the Discount and Fees payable to the Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and Fees), according to the outstanding Capital funded by the Purchasers. (ii) Except as expressly set forth herein (including, without limitation, as set forth in Section 1.6(b)(iii) with respect to Collections held in trust for Declining Conduit Purchasers and Exiting Purchasers), each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and feesFees, according to the Discount and fees Fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and feesFees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.002.0% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (b) above and all computations of Discount, fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days366, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) days for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon 11:00 A.M. (New York, New York City time) on the day when due in same day lawful money of the United States in immediately available funds to the account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the ServicerAgent's Account. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay to the Agent interest on any amount all amounts not paid or deposited within one Business Day after the date such amounts are due hereunder (whether owing by the Seller individually or the as Servicer, as the case may be, when due and payable hereunder, ) at an interest rate equal to 2.002% per annum above the Base Alternative Rate, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) law. Such interest shall be retained by the Agent except to the extent that such failure to make a timely payment or deposit has continued beyond the date for distribution by the Agent of such overdue amount to the Purchaser, in which case such interest accruing after such date shall be for the account of, and distributed by the Agent to the Purchaser. All computations of interest under clause (b) and all computations of DiscountYield, fees Liquidation Yield, Liquidation Fee and other amounts fees hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. . (b) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield, interest or any fee payable hereunder, as the case may be. (c) If any Purchase requested by the Seller and approved by the Purchaser and the Agent pursuant to Section 2.02 or any selection of a subsequent Fixed Period and applicable Yield Rate for any Capital allocated to such payment Fixed Period requested by the Seller and approved by the Agent pursuant to Section 2.04 is not for any reason whatsoever made or depositeffectuated (other than through the sole fault of the Purchaser and/or Agent), as the case may be, on the date specified therefor, the Seller shall indemnify the Purchaser against any loss, cost or expense incurred by the Purchaser, including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by the Purchaser), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Purchaser to fund or maintain such Purchase during such Fixed Period.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon 2:00 p.m. (New York, New York timeCity Time) on the day when due in same day funds (i) with respect to any payment other than in reduction of Capital, to the account for each Purchaser maintained by the applicable Purchaser Agent (or such other account as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer) and (ii) with respect to any payment in reduction of Capital, to the account specified by the Administrator. All amounts received after 1:00 2:00 p.m. (New York, New York timeCity Time) will be deemed to have been received on the next Business Day. (b) The Administrator shall distribute any payments received by it hereunder in reduction of Capital for the account of any Purchaser to such Purchaser’s Purchaser Agent promptly following the Administrator’s receipt thereof. Except as expressly set forth hereinUnless the Administrative Agent shall have received notice from the Seller prior to the date on which any payment is due to the Administrator for the account of the Purchasers hereunder that the Seller (or the Servicer on its behalf) will not make such payment (including because Collections are not available therefor), the Administrator may assume that the Seller has made or will make such payment on such date in accordance herewith and may (but shall not be obligated to), in reliance upon such assumption, distribute to the Purchaser Agents the amount due. In such event, if the Seller (or the Servicer on its behalf) has not in fact made such payment, then each of the Committed Purchasers severally agrees to repay to the Administrator forthwith on demand the amount so distributed to the members of such Committed Purchaser’s Purchaser Group, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Purchaser Agent shall distribute the amounts paid to any payments received by it hereunder in reduction of Capital for the benefit account of the Purchasers in its Purchaser Group promptly following such Purchaser Agent’s receipt thereof, ratably in accordance with such Purchasers’ outstanding Capital. If the Seller and any Committed Purchaser shall pay such interest to the Purchasers within its Administrator for the same or an overlapping period, the Administrator shall promptly remit to such Committed Purchaser Group ratably (x) in the case amount of such amounts interest paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such PurchasersCommitted Purchaser for such period. Any such payment by such Committed Purchaser shall be without prejudice to any claim such Committed may have against the Seller. (bc) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.002.0% per annum above the Base Rate, payable on demand; provideddemand (in the case of payments by the Seller, that such rate shall not at any time exceed subject to the maximum rate permitted by applicable Lawpriorities of payment set forth in Section 1.4). (cd) All computations of interest under clause (b) and all computations of Discount, fees Fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days366, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) days for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer to the Administrative Agent, any Purchaser Party, any Affected Person or any Seller Indemnified Party hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon (New York, New York City time) on the day when due in same day funds to the account so designated by the Administrative Agent. Unless the Administrative Agent shall have received notice from the Seller prior to the date on which any payment is due to the Administrative Agent for the account of any Purchasers hereunder that the Seller (or the Servicer on its behalf) will not make such payment (including because Collections are not available therefor), the Administrative Agent may assume that the Seller has made or will make such payment on such date in accordance herewith and may (but shall not be obligated to), in reliance upon such assumption, distribute to the Group Agents the amount due. In such event, if the Seller (or the Servicer on its behalf) has not in fact made such payment, then each Group Agent severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Group Agent, with interest thereon, for each Purchaser maintained day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the applicable Purchaser Administrative Agent as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received in accordance with banking industry rules on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasersinterbank compensation. (b) The Each of the Seller (with respect to amounts payable by the Seller) or and the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by lawApplicable Law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, it when due and payable hereunder, at an interest rate per annum equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause subsection (b) above and all computations of DiscountYield, fees Fees and other amounts hereunder shall be made on the basis of a year of 360 days (or or, in the case of amounts determined by reference to the Base Rate, 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit. (d) On or before the second (2nd) Business Day prior to each Settlement Date, each Group Agent shall notify the Servicer of (i) the amount of Yield accrued in respect to each related Yield Period for the Purchasers in each Group for the Receivable Pool during such Yield Period and (ii) all Fees and other amounts accrued and payable or to be paid by the Seller under this Agreement and the other Transaction Documents on the related Settlement Date.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon 1:00 p.m. (New York, New York City time) on the day when due in same day lawful money of the United States in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the ServicerLender. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, Borrower shall, to the extent permitted by law, pay to the Agent interest on any amount all amounts not paid or deposited when due hereunder (whether owing by the Seller Borrower or the Servicer, as ) at the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Default Funding Rate, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) law. Such interest shall be for the account of, and distributed by the Agent to, the Lender. Any Obligation hereunder shall not be reduced by any distribution of any portion of Collections if at any time such distribution is rescinded or returned by the Lender to the Borrower or any other Person for any reason. All computations of interest under clause (b) and all computations of DiscountYield, fees Liquidation Fees and other amounts fees hereunder (including, without limitation, the Fees, the Backup Servicer’s Fee, the Custodian Fee and the Servicing Fee) shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. . (b) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield, interest or any fee payable hereunder, as the case may be; provided, however, that with respect to the calculation of Yield, such payment extension of time shall not be included in more than one Interest Period. (c) If any Borrowing requested by the Borrower and approved by the Lender and the Agent pursuant to Section 2.02 or depositany selection of any Fixed Period requested by the Borrower and approved by the Agent pursuant to Section 2.04 is not for any reason whatsoever, except as a result of the gross negligence or willful misconduct of the Lender, the Agent or an Affiliate thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify and defend the Lender against any loss, cost or expense incurred by the Lender related thereto (other than any such loss, cost or expense solely due to the gross negligence or willful misconduct of the Lender, the Agent or an Affiliate thereof), including, without limitation, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to fund Loans or maintain Loans during such Fixed Period. The Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Transferor or the Servicer to (i) any Funding Agent on behalf of its respective Owners hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited to such Funding Agent’s account for funds transfers specified from time to time in Schedule I thereto (until otherwise notified by such Funding Agent in accordance with the terms hereof) and (ii) the Administrative Agent shall be paid or deposited to account number (Reference: ) and maintained at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, New York, Account Name: (ABA Number ) (until otherwise notified by the Administrative Agent in accordance with the terms hereof), in each case, no later than noon 1:30pm (New York, New York time) on the day when due in same day funds to the account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer. All amounts immediately available funds; provided, that any payment or deposit received after 1:00 p.m. 1:30pm (New York, New York time) will shall be deemed to have been be received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital Day (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by Helaba, the Seller) or the Servicer (with respect to amounts payable by the Servicernext Combined Business Day), as the case may be, . The Transferor shall, to the extent permitted by law, pay to (or for the account of) the applicable Funding Agents (for the account of the Owners in the related Ownership Group), upon demand, interest (but without duplication for Yield) on any amount all amounts not paid or deposited when due in accordance with the terms of this Agreement at a rate equal to the Default Rate. All computations of interest hereunder shall be made on a monthly basis based on the actual number of days in any given month assuming a 360-day year. Any payment to be made to (or for the account of) the Owners hereunder shall be made to their respective Funding Agents on behalf of such Owners as described above and such payment shall conclusively satisfy the Transferor’s or Servicer’s payment duties hereunder. Notwithstanding any provision to the contrary herein, all payments to be made to or for the T-Mobile (EIP) Third A&R RPAA benefit of the Administrative Agent, the Owners or the Funding Agents hereunder in respect of principal, Yield, Monthly Non-Use Fee, other fees, indemnities or otherwise shall be made by the Seller Transferor or the Servicer, as the case may be, when due without offset or reduction of any kind and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (b) and all computations of Discount, fees and other amounts hereunder shall be made paid on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included date therefor in immediately available funds in the computation of such payment or depositmanner specified herein except as otherwise expressly provided herein.

Payments and Computations, Etc. (a) On the Determination Date for each Payment Date, the Administrative Agent shall notify the Borrower of the interest payable hereunder on such Payment Date. All amounts to be paid or deposited applied by the Seller or Administrative Agent from amounts received on the Servicer Loan Assets in the applicable Secured Account, on the Borrower’s behalf, hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and in accordance with this Agreement shall be paid or deposited applied in accordance with the terms hereof so that funds are received by the Administrative Agent no later than by noon (New York, New York time) on the day when due in same day funds for further distribution to the account for each Purchaser maintained Lenders by no later than 4:00 p.m. on such day in lawful money of the applicable Purchaser Agent as may United States in immediately available funds. Any Obligation hereunder shall not be designated from reduced by any distribution of any portion of Collections if at any time such distribution is rescinded or required to time be returned by such Purchaser Agent any Lender to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (Borrower or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such PurchasersPerson for any reason. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer)Other than as otherwise set forth herein, as the case may be, shall, to the extent permitted by law, pay interest on whenever any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (b) and all computations of Discount, fees and other amounts payment hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect stated to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall will be included reflected in the computation of interest and fees. (c) To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or depositthe proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Bankruptcy Law or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred and (ii) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon 3:00 p.m. (New York, New York City time) on the day when due in same day funds to the account for each Purchaser maintained by the applicable Purchaser Agent (or such other account as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer). All amounts received after 1:00 3:00 p.m. (New York, New York City time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and feesFees, according to the Discount and fees Fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and feesFees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate per annum equal to the sum of 2.00% per annum above plus the greater of the Base Rate at such time and the Euro-Rate or LMIR (as applicable to such Purchaser pursuant to the definition of the Alternate Rate) at such time, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (bSection 1.6(b) and all computations of Discount, fees Fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days366, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) days for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon 2:00 p.m. (New York, New York timeCity Time) on the day when due in same day funds (i) with respect to any payment other than in reduction of Capital, to the account for each Purchaser maintained by the applicable Purchaser Agent (or such other account as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer) and (ii) with respect to any payment in reduction of Capital, to the account specified by the Administrator. All amounts received after 1:00 2:00 p.m. (New York, New York timeCity Time) will be deemed to have been received on the next Business Day. (b) The Administrator shall distribute any payments received by it hereunder in reduction of Capital for the account of any Purchaser to such Purchaser’s Purchaser Agent promptly following the Administrator’s receipt thereof. Except as expressly set forth hereinUnless the Administrative Agent shall have received notice from the Seller prior to the date on which any payment is due to the Administrator for the account of the Purchasers hereunder that the Seller (or the Servicer on its behalf) will not make such payment (including because Collections are not available therefor), the Administrator may assume that the Seller has made or will make such payment on such date in accordance herewith and may (but shall not be obligated to), in reliance upon such assumption, distribute to the Purchaser Agents the amount due. In such event, if the Seller (or the Servicer on its behalf) has not in fact made such payment, then each of the Committed Purchasers severally agrees to repay to the Administrator forthwith on demand the amount so distributed to the members of such Committed Purchaser’s Purchaser Group, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Purchaser Agent shall distribute the amounts paid to any payments received by it hereunder in reduction of Capital for the benefit account of the Purchasers in its Purchaser Group promptly following such Purchaser Agent’s receipt thereof, ratably in accordance with such Purchasers’ outstanding Capital. If the Seller and any Committed Purchaser shall pay such interest to the Purchasers within its Administrator for the same or an overlapping period, the Administrator shall promptly remit to such Committed Purchaser Group ratably (x) in the case amount of such amounts interest paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such PurchasersCommitted Purchaser for such period. Any such payment by such Committed Purchaser shall be without prejudice to any claim such Committed may have against the Seller. (bc) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.002.0% per annum above the Base Rate, -14- payable on demand; provideddemand (in the case of payments by the Seller, that such rate shall not at any time exceed subject to the maximum rate permitted by applicable Lawpriorities of payment set forth in Section 1.4). (cd) All computations of interest under clause (b) and all computations of Discount, fees Fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days366, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) days for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon 3:00 p.m. (New York, New York City time) on the day when due in same day funds to the account for each Purchaser maintained by the applicable Purchaser Agent (or such other account as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer). All amounts received after 1:00 3:00 p.m. (New York, New York City time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and feesFees, according to the Discount and fees Fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and feesFees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate per annum equal to the sum of 2.00% per annum above plus the greater of the Base RateRate at such time and the Euro-Rate or LMIR at such time, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (bSection 1.6(b) and all computations of Discount, fees Fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days366, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) days for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon 12:30 p.m. (New York, New York time) on the day when due in U.S. Dollars in same day funds to the account for each Purchaser maintained by Agents Account. The Servicer or the applicable Purchaser Agent Agent, as may applicable, shall promptly thereafter cause to be designated from time to time by such Purchaser Agent distributed (i) like funds relating to the Seller and the Servicer. All amounts received after 1:00 p.m. (New Yorkpayment out of Collections in respect of Capital, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth hereinYield, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit Servicer Fee or other Obligations payable out of the Purchasers in its Purchaser Group Collections, to the Purchasers within its Purchaser Group (according to each Purchasers Ratable Portion) and the Servicer in accordance with the provisions of Section 2.6, 2.7, or 2.8, as applicable, and (ii) like funds relating to the payment by the Seller of other Obligations payable by the Seller hereunder, to the parties hereto for whose benefit such funds were paid (and if such funds are insufficient, such distribution shall be made, subject to Section 2.6, 2.7 or 2.8, as applicable, ratably (x) in accordance with the respective amounts thereof). Upon the Agents acceptance of an Assignment and Acceptance and recording of the information contained therein in the case of Register pursuant to Section 9.2, from and after the effective date specified in such amounts paid Assignment and Acceptance, the Agent shall make all payments hereunder in respect of Discount and fees, according the interest assigned thereby to the Discount Assignee thereunder, and fees payable the parties to such Purchasers Assignment and (y) Acceptance shall make all appropriate adjustments in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according payments for periods prior to the outstanding Capital funded by such Purchaserseffective date directly between themselves. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay to the Agent interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, hereunder (except for those amounts with respect to which Yield accrues) at an interest rate equal to 2.00% per annum above the Alternate Base RateRate in effect from time to time, payable on demand; , provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Lawlaw. Such interest shall be for the account of, and distributed by the Agent to, the applicable Purchasers ratably in accordance with their respective interests in such overdue amount. (c) All computations of interest under clause (b) and all computations of DiscountYield based on the Applicable LIBO Rate, all Unused Commitment Fee and all other per annum fees and other amounts hereunder shall be made on the basis of a year of 360 days for the actual number of days (or including the first but excluding the last day) elapsed. All computations of Yield based on the Applicable Base Rate shall be made on the basis of a year of 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. Whenever . (d) Unless the Agent shall have received notice from the Servicer or the Seller prior to the date on which any payment is due to the Purchasers hereunder that the Servicer or deposit the Seller, as the case may be, will not make such payment in full, the Agent may assume that the Servicer or the Seller, as the case may be, has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Purchaser on such due date an amount equal to the amount then due such Purchaser. If and to the extent the Servicer or the Seller, as the case may be, shall not have so made hereunder shall be due on a day other than a Business Day, such payment or deposit in full to the Agent, each Purchaser shall be made repay to the Agent promptly on demand such amount distributed to such Purchaser together with interest thereon, for each day from the next Business Day and date such extension of time shall be included in amount is distributed to such Purchaser until the computation of date such payment or depositPurchaser repays such amount to the Agent, at the Federal Funds Rate.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon 11:00 A.M. (New York, New York City time) on the day when due in same day lawful money of the United States in immediately available funds to the account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the ServicerAgent's Account. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, Borrower shall, to the extent permitted by law, pay to the Agent interest on any amount all amounts not paid or deposited within one Business Day after the date such amounts are due hereunder (whether owing by the Seller Borrower individually or the as Servicer, as the case may be, when due and payable hereunder, ) at an interest rate equal to 2.00% 2%- per annum above the Base Alternative Rate, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) law. Such interest shall be retained by the Agent except to the extent that such failure to make a timely payment or deposit has continued beyond the date for distribution by the Agent of such overdue amount to the Lender, in which case such interest accruing after such date shall be for the account of, and distributed by the Agent to the Lender. Any Obligation hereunder shall not be reduced by any distribution of any portion of Collections if at any time such distribution is rescinded or returned by the Lender to the Borrower or any other Person for any reason. All computations of interest under clause (b) and all computations of DiscountYield, fees Liquidation Yield, Liquidation Fee and other amounts fees hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. . (b) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield, interest or any fee payable hereunder, as the case may be. (c) If any Borrowing requested by the Borrower and approved by the Lender and the Agent pursuant to Section 2.02 or any selection of a subsequent Fixed Period and applicable Yield Rate for any Loans allocated to such payment Fixed Period requested by the Borrower and approved by the Agent pursuant to Section 2.04 is not for any reason whatsoever made or depositeffectuated (other than through the sole fault of the Lender and/or Agent), as the case may be, on the date specified therefor, the Borrower shall indemnify the Lender against any loss, cost or expense incurred by the Lender, including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by the Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to fund or maintain such Loans during such Fixed Period.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon (New York, New York time) 1:00 p.m. on the day when due in same day Dollars in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may Administrative Agent. Any Obligation hereunder shall not be designated from time to time reduced by such Purchaser Agent to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect any distribution of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not portion of Available Collections if at any time exceed such distribution is rescinded or required to be returned by any Lender to the maximum rate permitted by Borrower or any other Person for any reason. Each Advance shall accrue interest at the applicable Law. (c) Yield Rate for each day during each applicable Remittance Period. All computations of interest under clause (b) and all computations of Discount, fees with respect to the Yield and other amounts hereunder the Yield Rate shall be made computed on the basis of a year of 360 three hundred and sixty (360) days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for and the actual number of days elapsed. Each Advance shall accrue interest at the Yield Rate for each day beginning on, and including, the Advance Date with respect to such Advance and ending on, but excluding, the date such Advance is repaid in full. (b) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield or any fee payable hereunder, as the case may be. To the extent that Available Collections are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.04(a)(v) and Section 2.04(b)(i), such payment unpaid amounts shall remain due and owing and shall be payable on the next succeeding Payment Date until repaid in full. (c) If any Advance requested by the Borrower pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence, bad faith or depositwillful misconduct of, or failure to fund such Advance on the part of, the Lenders, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify such Lender against any loss, cost or expense incurred by such Lender related thereto, to the extent reasonable and documented, (other than any such loss, cost or expenses due to the gross negligence, bad faith, willful misconduct or failure to fund such Advance on the part of the Lenders) including, any loss (including cost of funds and reasonable out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund Advances or maintain the Advances. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence, such documentation to be conclusive absent manifest error.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Issuer or the Servicer to the Administrative Agent, any Credit Party, any Affected Person or any Issuer Indemnified Party hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon 12:00 Noon (New York, New York City time) on the day when due in same day funds to the account for each Purchaser maintained so designated by the applicable Purchaser Administrative Agent. Unless the Administrative Agent as may be designated shall have received notice from time to time by such Purchaser Agent the Issuer prior to the Seller and date on which any payment is due to the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Administrative Agent shall distribute the amounts paid to it hereunder for the benefit account of any Purchasers hereunder that the Purchasers Issuer will not make such payment (including because Collections are not available therefor), the Administrative Agent may assume that the Issuer has made or will make such payment on such date in its Purchaser Group accordance herewith and may (but shall not be obligated to), in reliance upon such assumption, distribute to the Purchasers within its the amount due. In such event, if the Issuer has not in fact made such payment, then each Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according severally agrees to repay to the Discount and fees payable Administrative Agent forthwith on demand the amount so distributed to such Purchasers Purchaser, with interest thereon, for each day from and (y) in including the case date such amount is distributed to it to but excluding the date of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according payment to the outstanding Capital funded Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by such Purchasersthe Administrative Agent in accordance with banking industry rules on interbank compensation. (b) The Seller (with respect to amounts payable by Each of the Seller) or Issuer and the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by lawApplicable Law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, it when due and payable hereunder, after giving effect to any cure period, at an interest rate per annum equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause subsection (b) above and all computations of DiscountInterest, fees Fees and other amounts hereunder shall be made on the basis of a year of 360 days (or or, in the case of amounts determined by reference to clause (b) of the definition of Base Rate, 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit.

Payments and Computations, Etc. (a) On the Determination Date for each Reporting Date, the Administrative Agent shall notify the Facility Servicer of the interest and fees payable hereunder on such Payment Date for each outstanding Term Loan Series and any such other information as reasonably requested by the Facility Servicer that is in the Administrative Agent’s control. All amounts to be paid or deposited applied by the Seller or Administrative Agent from amounts received from the Servicer Collection Account pursuant to Section 2.08, on the Borrower’s behalf, hereunder or under any other Transaction Document and in accordance with this Agreement shall be made without reduction for offset or counterclaim and shall be paid or deposited applied in accordance with the terms hereof so that funds are received by the applicable recipient thereof no later than noon (New York, New York time) 2:00 p.m. on the day when due applicable Payment Date in same day funds lawful money of the United States in immediately available funds. Any Obligation hereunder shall not be reduced by any distribution of any portion of Collections if at any time such distribution is rescinded or required to be returned by any Lender to the account for each Purchaser maintained by Borrower, the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (Facility Servicer or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such PurchasersPerson for any reason. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer)Other than as otherwise set forth herein, as the case may be, shall, to the extent permitted by law, pay interest on whenever any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (b) and all computations of Discount, fees and other amounts payment hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect stated to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included is reflected in the computation of interest and fees. (c) To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or depositthe proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Bankruptcy Law or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred and (ii) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent. (d) If the Borrower has designated a portion of a Loan Asset to two separate Term Loan Series as provided by Section 3.03(a) and indicated on a Borrowing Base Certificate delivered in accordance with Section 2.02(a), the treatment of any such Loan Asset with respect to such Term Loan Series (whether for Advances, payments, Collections or otherwise) will be done on a pro rata basis based on the initial designation.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller or the Buyer’s Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon 11:00 a.m. (New York, New York City time) on the day when due in U.S. Dollars, in same day funds to the account for each Purchaser maintained Buyer as directed by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent Buyer to the Seller and or the ServicerBuyer’s Servicer in writing. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay to the Buyer interest on any amount all amounts not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, hereunder (except for those amounts with respect to which Yield accrues) at an interest rate equal to 2.00% per annum above the Alternate Base RateRate in effect from time to time, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Lawlaw. (cb) All computations of interest under clause (b) and all computations of Discount, fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. Whenever . (c) [Reserved]. (d) The Seller hereby irrevocably and unconditionally waives and relinquishes to the fullest extent it may legally do so (i) any payment express or deposit implied vendor’s lien, and any other lien, security interest, charge or encumbrance, which would otherwise be imposed on or affect any Seller Receivable or any Receivable Asset on account of any unpaid amount of the Seller’s Initial Purchase Price or any Purchase Price therefor or on account of any other unpaid amounts otherwise payable by the Buyer under or in connection with this Agreement or the Second Amended and Restated Subordinated Note payable to be made hereunder shall be due the order of the Seller or otherwise and (ii) with respect to the obligations of the Seller to make payments or deposits under this Agreement (including, without limitation, payments under Sections 2.03 and 6.01), any setoff, counterclaim, recoupment, defense and other right or claim which the Seller may have against the Buyer as a result of or arising out of the failure of the Buyer to pay any amount on a day account of the Seller’s Initial Purchase Price or any Purchase Price under Sections 2.01 and 2.02 or any other than a Business Day, such payment amount payable by the Buyer to the Seller under this Agreement or deposit shall be made on the next Business Day Second Amended and such extension Restated Subordinated Note payable to the order of time shall be included in the computation of such payment Seller or depositotherwise.

Payments and Computations, Etc. (a) All amounts to be paid by any SPV Entity or deposited by any Servicer to the Seller Administrative Agent, any Purchaser Party, any Affected Person or the Servicer any SPV Entity Indemnified Party hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited initiated by wire transfer no later than noon 11:00 a.m. (New York, New York City time) on the day when due in same day funds to the account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the ServicerGroup Agent’s Account. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers.1751633015 14453710 (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law[Reserved]. (c) All computations of interest under clause subsection (b) above and all computations of DiscountYield, fees Fees and other amounts hereunder shall be made on the basis of a year of 360 days (or or, in the case of amounts determined by reference to the Base Rate, 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit. (d) Solely for purposes of reporting information regarding the Pool Receivables, the Net Receivables Pool Balance and the Capital Coverage Amount in any Information Package, Investment Request or similar report or certification, the portion of the Pool Receivables’ aggregate Outstanding Balance that (x) is subject to potential set-off or a similar right of offset or that remains subject to the performance of additional services or delivery of additional goods by the Originators or (y) constitutes an Eligible Unbilled Receivable, the applicable SPV Entity and the applicable Servicer shall either (i) report the actual amount thereof or (ii) report an estimate of such amount calculated in manner and using assumptions approved by the Administrative Agent in consultation with the applicable Servicer, and reporting such an estimate shall not be deemed to constitute a default under or breach of this Agreement or any other Transaction Document. For the avoidance of doubt, the reporting and use of such an estimated amount pursuant to this paragraph shall not derogate from (x) any obligation of the Seller to ensure that no Capital Coverage Deficit exists based upon the actual portion of the Pool Receivables’ aggregate Outstanding Balance that is subject to potential set-off or a similar right of offset or that remains subject to the performance of additional services or delivery of additional goods by the Originators or (y) any obligation of the Seller or any Servicer to notify the other parties hereto that a Capital Coverage Deficit exists based upon such actual amounts.

Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller Borrower or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited in accordance with the terms hereof no later than noon 1:00 P.M. (New York, New York City time) on the day when due in same day lawful money of the United States in immediately available funds to the Collection Account or such other account for each Purchaser maintained as is designated by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the ServicerAgent. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, Borrower shall, to the extent permitted by law, pay to the Agent interest on any amount all amounts not paid or deposited when due hereunder (whether owing by the Seller Borrower or the Servicer, as the case may be, when due and payable hereunder, ) at an interest rate equal to 2.00% per annum above the Base RateRate plus 2.00%, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) law. Such interest shall be for the account of, and distributed by the Agent to the Lender. Any Obligation hereunder shall not be reduced by any distribution of any portion of Collections if at any time such distribution is rescinded or returned to the Borrower or any other Person for any reason. All computations of interest under clause (b) and all computations of DiscountYield, fees Liquidation Fee and other amounts fees hereunder (including, without limitation, the Fees, the Backup Servicer Fee, the Backup Servicer Standby Fee, the Trustee Fee and the Servicing Fee) shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed. . (b) Whenever any payment or deposit to be made hereunder shall be stated to be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of payment of Yield, interest or any fee payable hereunder, as the case may be. (c) If any Borrowing requested by the Borrower and approved by the Lender and the Agent pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence or wilful misconduct of the Lender and/or the Agent, made on the date specified therefor, the Borrower shall indemnify the Lender against any loss, cost or expense incurred by the Lender (other than any such payment loss, cost or depositexpense solely due to the gross negligence or willful misconduct of the Lender or the Agent), including, without limitation, any loss (including cost of funds and out-of-pocket expenses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to fund Loans or maintain Loans during such Fixed Period.