Common use of Settlement Procedures Clause in Contracts

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved designated by the Administrative Agent, which shall be an account controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken dominion of the Collection Accounts, the Servicer (or, following its assumption of control of the Lock-Box Collection Accounts, the Administrative Agent) shall, shall distribute such Collections on all Pool Receivables in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Accrual Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Accrual Period to the extent such amount has not been distributed paid to the Servicer); (ii) second, to the Administrative Agent for distribution to each Lender and other Credit Party (ratably, based on the amount then due and owingowing to such Persons), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Accrual Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 12.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 12.01 in respect of such payments) payable for any prior Interest Accrual Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, to (A) prior to the occurrence of an Event of Default, the Borrower and (B) on and after the occurrence of an Event of Default, the Administrative Agent, an amount that shall be set aside and held in trust for upcoming insurance payments to each applicable Eligible Credit Insurance Provider of an Eligible Credit Insurance Policy; (iv) fourth, as set forth in clause (xA), (yB) or (zC) below, as applicable: (A) prior to the occurrence of the Termination Date, to the extent that a Borrowing Base Deficit exists on such date or the Aggregate Principal on such date exceeds the Facility Limit, to the Administrative Agent for distribution to the Lenders (ratably, based on the aggregate outstanding Principal of each Lender at such time) for the payment of a portion of the outstanding Aggregate Principal at such time, in an aggregate amount equal to the amount necessary to reduce the Borrowing Base Deficit to zero ($0) or the amount necessary to reduce the Aggregate Principal to an amount equal to or less than the Facility Limit, as applicable; (B) on and after the occurrence of the Termination Date, to the Administrative Agent for distribution to each Lender (ratably, based on the aggregate outstanding Principal of each Lender at such time) for the payment in full of the aggregate outstanding Principal of such Lender at such time; or (C) prior to the occurrence of the Termination Date, at the election of the Borrower from time to time and in accordance with Section 2.02(d), to the Administrative Agent for distribution to each Lender as payment of all or any portion of the outstanding Principal of the Lenders at such time (ratably, based on the aggregate outstanding Principal of each Lender at such time); (v) fifth, to the Administrative Agent for distribution to the Credit Parties, the Affected Persons and the Borrower Indemnified Parties (ratably, based on the amount due and owing at such time), for the payment of all other Borrower Obligations then due and owing by the Borrower to the Credit Parties, the Affected Persons and the Borrower Indemnified Parties; and (vi) sixth, the balance, if any, to be paid to the Borrower for its own account. (b) All payments or distributions to be made by the Servicer, the Borrower and any other Person to the Lenders (or their respective related Affected Persons and the Borrower Indemnified Parties) shall be paid or distributed to the applicable party to which such amounts are owed. (c) If and to the extent the Administrative Agent, any Credit Party, any Affected Person or any Borrower Indemnified Party shall be required for any reason to pay over to any Person (including any Obligor or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Borrower and, accordingly, the Administrative Agent, such Credit Party, such Affected Person or such Borrower Indemnified Party, as the case may be, shall have a claim against the Borrower for such amount. (d) For the purposes of this Section 4.01: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed goods or services, or any revision, cancellation, allowance, rebate, credit memo, discount or other adjustment made by the Borrower, any Originator, the Servicer or any Affiliate of the Servicer, or any setoff, counterclaim or dispute between the Borrower or any Affiliate of the Borrower, an Originator or any Affiliate of an Originator, or the Servicer or any Affiliate of the Servicer, and an Obligor, the Borrower shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction or adjustment and, to the extent that the effect of such reduction or adjustment is to cause a Borrowing Base Deficit or if such reduction or adjustment occurs on or after the Termination Date, shall within two (2) Business Days pay an amount equal to (x) if such reduction or adjustment occurs prior to the Termination Date, the lesser of (A) the sum of all deemed Collections with respect to such reduction or adjustment and (B) an amount necessary to eliminate such Borrowing Base Deficit and (y) if such breach occurs on or after the Termination Date, the sum of all deemed Collections in respect thereof to a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Credit Parties for application pursuant to Section 4.01(a); (ii) if on any day any of the representations or warranties in Section 7.01 is not true with respect to any Pool Receivable, the Borrower shall be deemed to have received on such day a Collection of such Pool Receivable in full and, to the extent that the effect of such breach is to cause a Borrowing Base Deficit or if such breach occurs on or after the Termination Date, shall within two (2) Business Days pay an amount equal to (x) if such breach occurs prior to the Termination Date, the lesser of (A) the sum of all deemed Collections with respect to such breach and (B) an amount necessary to eliminate such Borrowing Base Deficit and (y) if such breach occurs on or after the Termination Date, the sum of all deemed Collections in respect thereof to a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Credit Parties for application pursuant to Section 4.01(a) (Collections deemed to have been received pursuant to Sections 4.01(d)(i) and 4.01(d)(ii) are hereinafter sometimes referred to as “Deemed Collections”); (iii) except as provided in clauses (i) or (ii) above or otherwise required by Applicable Law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (iv) if and to the extent the Administrative Agent, any Credit Party, any Affected Person or any Borrower Indemnified Party shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by such Person but rather to have been retained by the Borrower and, accordingly, such Person shall have a claim against the Borrower for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof.

Settlement Procedures. (a) The On each Payment Date, based upon the Underlying Monthly Report and Monthly Report, the Underlying Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such datedetermine, the Servicer may release portion of Available Funds which are Income Collections with respect to such Payment Date and shall so notify the Borrower from such Collections Collateral Agent and the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”)Deal Agent. On each Settlement such Payment Date, the Servicer (or, following its assumption Collateral Agent shall withdraw the Lenders’ Percentage of control of Income Collections and investment earnings on amounts on deposit in the Lock-Box Accounts, Collection Account from the Administrative Agent) shall, Collection Account and allocate and distribute such Collections amounts to the applicable Person in the following order of priority: (i) firstFIRST, to the Servicer for the payment of Hedge Counterparty, the accrued Servicing Fees payable for the immediately preceding Interest Period and unpaid Hedge Costs (plusexclusive of Hedge Breakage Costs) in respect of such Payment Date, if applicableany, the amount and any unpaid Hedge Costs (exclusive of Servicing Fees payable for Hedge Breakage Costs) from any prior Interest Period to the extent such amount has not been distributed to the Servicer)Payment Date; (ii) secondSECOND, all remaining amounts, to each Lender and other Credit Party (ratablythe Deal Agent for the account of the Lenders, based on an amount equal to the amount then due and owing), all sum of any accrued and unpaid Interest, Fees (A) Yield and Breakage Fees Costs and (B) Increased Costs, Indemnified Amounts and any Additional Amounts due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of Payment Date and any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for unpaid from any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit PartyPayment Date; (iii) thirdTHIRD, all remaining amounts, to the Deal Agent for the account of the Lenders, any remaining amounts payable pursuant to this Section 2.7(a) as the Usage Fee; (b) On each Payment Date, the Underlying Servicer shall determine the amount of Available Funds remaining after the distributions set forth in clause Section 2.7(a) and shall so notify the Collateral Agent and the Deal Agent. On such Payment Date, the Collateral Agent shall withdraw all such amounts from the Collection Account and allocate and distribute such amounts to the applicable Person, in the following order of priority: (x)i) FIRST, to the Collateral Agent, any amounts due but unpaid pursuant to Section 2.12(d) and the Collateral Agent Fee Letter; (yii) or SECOND, all remaining amounts, to the Deal Agent for payment to the Lenders, an amount equal to the Required Principal Distribution; (ziii) belowTHIRD, as applicable:all remaining amounts, to the Hedge Counterparty, any accrued and unpaid Defaulting Hedge Breakage Costs in respect of such Payment Date and any unpaid Defaulting Hedge Breakage Costs from any prior Payment Date; (iv) FOURTH, from all remaining amounts, to the Borrower, an amount equal to 5.0% of the Principal Collections with respect to such Payment Date; (v) FIFTH, from all remaining amounts, to the Hedge Counterparty, any remaining accrued and unpaid Hedge Breakage Costs in respect of such Payment Date and any remaining unpaid Hedge Breakage Costs from any prior Payment Date; and (vi) SIXTH, to the Borrower, any remaining amounts.

Settlement Procedures. (i) Daily Funding Lender will from time to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) The Servicer shall set aside on at least one Business Day during each seven calendar-day period, (b) on each date on which payment of interest on any Revolving Loans is required to be made pursuant to subsection 2.2C, (c) on the Revolving Loan Commitment Termination Date, and hold (d) at such other times as Daily Funding Lender in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer its discretion may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes determine (each such release, notice by Daily Funding Lender being a “Release”). On Settlement Notice” and the date of each Settlement Notice being a “Settlement Date, the Servicer (or, following its assumption of control ”) of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order aggregate principal amount of priority: (i) first, to the Servicer for the payment outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the accrued Servicing Fees payable for close of business on the Business Day immediately preceding Interest Period (plus, if applicable, the applicable Settlement Date. In determining the amount of Servicing Fees payable outstanding Revolving Loans for purposes of calculating any prior Interest Period Excess Funded Amount pursuant to the extent such amount has not been distributed subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to the Servicer);subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) secondIf a Settlement Notice indicates that the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender (including Revolving Loans made for its own account pursuant to subsection 2.1C(ii)) is in excess of Daily Funding Lender’s Pro Rata Share of the aggregate principal amount of outstanding Revolving Loans made by all Lenders (the amount of such excess being the “Excess Funded Amount”), to each other Lender and other Credit Party will, not later than 4:00 P.M. (ratably, based New York time) on the applicable Settlement Date, pay to Daily Funding Lender, by depositing same day funds in the account specified by Daily Funding Lender at the Funding and Payment Office, an amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount, upon which payment Daily Funding Lender shall be deemed to have sold, and other Credit Party such Lender shall be deemed to have purchased, as of the applicable Settlement Date, a portion of the outstanding Revolving Loans made by Daily Funding Lender for its own account pursuant to subsection 2.1C(ii) on or after the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect Settlement Date equal to such Lender’s Adjusted Pro Rata Share of such payments), plus, if applicable, the amount Excess Funded Amount. The obligation of each Lender to purchase a portion of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 Revolving Loan made by Daily Funding Lender as provided in respect of such paymentsthis subsection 2.1D(ii) payable for any prior Interest Period is subject to the extent condition that at the time such amount has not Revolving Loan was made by Daily Funding Lender (a) the duly authorized officer of Daily Funding Lender responsible for the administration of Daily Funding Lender’s credit relationship with Borrower believed in good faith that either (X) no Event of Default had occurred and was continuing or (Y) any Event of Default that had occurred and was continuing had been distributed to waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender or Credit Party;Discretionary Period was in effect. (iii) thirdIf a Settlement Notice indicates that the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender’s Pro Rata Share of the aggregate principal amount of outstanding Revolving Loans made by all Lenders (the amount of such difference being the “Excess Paydown Amount”), Daily Funding Lender will, no later than 4:00 P.M. (New York time) on the applicable Settlement Date, unconditionally pay to each other Lender, by depositing same day funds in the account specified by such Lender to Daily Funding Lender, an amount equal to such Lender’s Adjusted Pro Rata Share of the Excess Paydown Amount, upon which payment such Lender shall be deemed to have sold, and Daily Funding Lender shall be deemed to have purchased, as set forth of the applicable Settlement Date, a portion of the outstanding Revolving Loans of such Lender equal to such Lender’s Adjusted Pro Rata Share of the Excess Paydown Amount. (iv) Except as provided in clause (xsubsection 2.1D(ii), the obligations of Daily Funding Lender and each other Lender pursuant to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (ya) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Agent, any other Lender, any Loan Party or any other Person for any reason whatsoever; (b) the occurrence or continuance of an Event of Default or a Potential Event of Default; (c) any adverse change in the condition (financial or otherwise) of Borrower or any of its Subsidiaries; (d) any breach of this Agreement by Borrower, Agent or any Lender; or (ze) belowany other circumstance, as applicable:happening, or event whatsoever, whether or not similar to any of the foregoing. In the event that any Person (the “Payor”) obligated to make a payment to any other Person (the “Payee”) pursuant to this subsection 2.1D fails to make available to the Payee the amount of such payment required to be made by the Payor, the Payee shall be entitled to recover such amount on demand from the Payor together with interest at the customary rate set by DBTCA for the correction of errors among Lenders for three Business Days and thereafter at the sum of the Base Rate plus 1.50% per annum. (v) In the event that all or any portion of any repayment of principal of the Revolving Loans is thereafter recovered by or on behalf of Borrower from Daily Funding Lender (including any such recovery in a proceeding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect) in an amount that is proportionately greater (based on the respective Pro Rata Shares of Lenders) than any such recovery from the other Lenders, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by subsection 10.5.

Settlement Procedures. (a) The Servicer On each applicable Settlement Date as set forth below prior to the Facility Termination Date, all Collections and any proceeds of fundings under the Receivables Sale Agreement deposited into the Collection Account during the preceding Settlement Period shall set aside and hold in trust for be applied where applicable by the benefit of the Secured Parties Administrator (or, if so requested the Agent is then in control of any Collections, by the Administrative Agent) in the following order: (i) on the last Settlement Date of each month, segregate in a separate account approved by to the Administrative Agent)Servicer, for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by an amount equal to the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied Fee and all other amounts due and payable on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or ; (ii) amounts owing by on the Borrower last Settlement Date of each month, to the Originators under Administrator, an amount equal to the Subordinated Notes Liability Management Fee due and payable on such date; (each such release, a “Release”). On iii) on each Settlement Date, to the Servicer Funding Interest Holders, pro rata, all Funding Charges and Discount due and payable on such date; (oriv) on the last Settlement Date of each month, following its assumption to the Funding Interest Holders, Funding Interest Agents and the Agent, pro rata, all fees due and payable on such date; (v) on each Settlement Date, to the Agent and the Funding Interest Agents, pro rata, any other amounts due and payable to the Agent and the Funding Interest Agents under the Transaction Documents; (vi) on each Settlement Date, to the Funding Interest Holders, pro rata, all other amounts due and payable to the Funding Interest Holders under the Transaction Documents (including the principal amount of control of any Investment due and owing); (vii) on each Settlement Date, to the Lock-Box AccountsPurchaser, all Incidental Expenses then due and payable; (viii) on each Settlement Date, to the Seller, the Administrative AgentCash Purchase Prices due for a Reinvestment Purchase on such date; (ix) shallon each Settlement Date, distribute to any other Person (other than the Purchaser, the Seller, the Administrator or the Servicer) to whom any amounts are owed under the Transaction Documents until all such amounts have been paid in full; (x) on each Settlement Date, to the Seller, any outstanding Deferred Purchase Prices; (xi) on each Settlement Date, to the Servicer, any Additional Servicing Fee due and payable on such date; and (xii) on each Settlement Date, any remaining amounts, to the Purchaser. (b) On each day during any Interim Liquidation and on and after the Facility Termination Date, all Collections in the following order of priorityreceived on such day shall be allocated as follows: (i) first, to the Servicer for until all amounts then due and payable to the payment of Servicer under this Agreement and the accrued Servicing Fees payable for the immediately preceding Interest Period Transaction Documents have been paid in full (plus, if applicable, the amount of Servicing Fees payable except for any prior Interest Period to the extent such amount has not been distributed to the ServicerAdditional Servicing Fee then due and owing); (ii) second, to each Lender and other Credit Party (ratablythe Administrator, based on the amount any Liability Management Fee then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Partypayable; (iii) third, as set forth to the Agent until all reasonable costs of collection, administration and enforcement of this Agreement owed to the Agent for its own account have been paid in clause full; (x)iv) fourth, to the Funding Interest Holders, pro rata, until all Investments, Funding Charges, if any, and Discounts owed but not already paid to such Funding Interest Holders have been paid in full; (yv) fifth, to the Purchaser, all Incidental Expenses then due and payable; (vi) sixth, to any other Person (other than the Purchaser, the Seller, the Administrator or the Servicer) to whom any amounts are owed under the Transaction Documents until all such amounts have been paid in full; (zvii) belowseventh, as applicable:to the Seller, the outstanding Deferred Purchase Prices; (viii) eighth, to the Servicer, any Additional Servicing Fee; and (ix) ninth, any remaining amounts to the Purchaser.

Settlement Procedures. (a) The Servicer On each Payment Date, the Collateral Agent shall set aside withdraw Available Funds and hold in trust for the benefit of the Secured Parties any Excess Reserve Amount (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application to be applied in accordance with Section 2.6(c)) and investment earnings on amounts on deposit in the priority of payments set forth below, all Collections on Pool Receivables that are received by Collection Account from the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on Collection Account and allocate and distribute such date, the Servicer may release amounts to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections applicable Person in the following order of priority: (i) firstFIRST, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plusHedge Counterparty, if applicableany, the an amount equal to any Hedge Costs (exclusive of Servicing Fees payable for termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from any prior Interest Period to the extent such amount has not been distributed to the Servicer)Payment Date; (ii) secondSECOND, to each Lender and other Credit Party (ratablythe Servicer, based on the an amount then due and owing), all equal to any accrued and unpaid Interest, Fees and Breakage Servicing Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of Payment Date and any such Interest, Servicing Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for unpaid from any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit PartyPayment Date; (iii) thirdTHIRD, to the Deal Agent for the account of the Lender, an amount equal to the sum of any accrued and unpaid (A) Interest and Breakage Costs, (B) the Program Fee, and (C) the Unused Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (iv) FOURTH, during the Revolving Period, to the Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (v) FIFTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until the Aggregate Loan Amount has been reduced to zero; (vi) SIXTH, to the Deal Agent for the account of the Lender and any Successor Servicer, an amount equal to Increased Costs, any Additional Amounts and Indemnified Amounts due in respect of such Payment Date and unpaid from any prior Payment Date; (vii) SEVENTH, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (viii) EIGHTH, to any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than the Aggregate Loan Amount) until paid in full; and (ix) NINTH, to the Borrower any remaining amounts. (b) One (1) Business Day per calendar month, the date of which is to be chosen by the Borrower, the Collateral Agent shall, upon two (2) Business Days' prior written request of the Borrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Collateral Agent shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender, as set forth a payment in clause reduction of the Aggregate Loan Amount. Notwithstanding anything in this Section 2.6(b) to the contrary, the Collateral Agent shall not be required to effect any such withdrawal or the Deal Agent make any such distribution until a Responsible Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (xwhich shall include electronic transmission) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such payment, will be greater than the amount needed to make the payments required pursuant to Section 2.6(a)(i) through (viii). (c) (i) If on any Payment Date the amount paid pursuant to Section 2.6(a)(iii) and (iv) is insufficient to cover all amounts due thereunder on such Payment Date, the Collateral Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (ysuch withdrawal, a “Reserve Advance”) or (z) below, as applicable:and deposit such amount to the Collection Account. The Collateral Agent shall pay such amount to the Deal Agent for payment to the Lender.

Settlement Procedures. On each Payment Date, no later than 11:00 a.m. (aNew York City time) The Servicer shall set aside and hold in trust for the benefit of Paying Agent shall, from the Secured Parties (orCollection Account, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from extent of available funds (such Collections amounts being the amount (if any“Available Collections”) necessary to pay (i) disburse the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) following amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (a) During the Revolving Period, and in each case unless otherwise specified below, applying Available Collections: (i) firstFirst, ratably, (A) to the Servicer Bank Parties in an amount equal to any accrued and unpaid Bank Fees and Expenses, if any, for the payment of thereof in an aggregate amount not to exceed the accrued Servicing Bank Fees payable for and Expenses and the immediately preceding Interest Period Administrative Expense Cap, and (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period B) to the extent such Administrative Agent, in an amount has not been distributed equal to the Servicer)any accrued and unpaid Administrative Agent Fee and Administrative Expenses; (ii) secondSecond, to the Administrative Agent for payment to each Lender and other Credit Party (ratablyManaging Agent, based on behalf of the related Lenders, in an amount then due and owing), all equal to any accrued and unpaid Interest, Fees Unused Fee and Breakage Fees due to Minimum Earnings Fee for such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit PartyPayment Date; (iii) thirdThird, as set forth first, to the Administrative Agent for payment to each Managing Agent, on behalf of the related Lenders, an amount equal to the excess, if any, of Advances Outstanding over the Maximum Availability, pro rata; provided, however, that to the extent that (i) the Termination Date has not occurred and (ii) Advances Outstanding exceed the Facility Amount due to one or more Lenders becoming Non-Renewing Lenders, to each Managing Agent on behalf of such Non-Renewing Lenders only, pro rata in clause accordance with their Advances Outstanding; (xiv) Fourth, to the Administrative Agent for payment to each Managing Agent, on behalf of the related Lenders, in the amount of Increased Costs, and/or Taxes (if any); (v) Fifth, to the Administrative Agent, all other amounts or Obligations then due under this Agreement or the other Transaction Documents to the Administrative Agent, the Lenders, the Affected Parties or Indemnified Parties, each for the payment thereof; (vi) Sixth, to the Bank Parties, all other amounts then due under this Agreement or the other Transaction Documents to the Bank Parties, for the payment thereof; and (vii) Seventh, all remaining amounts to the Borrower. (b) During the Amortization Period, to the extent of Available Collections: (i) First, ratably, (yA) to the Bank Parties in an amount equal to any accrued and unpaid Bank Fees and Expenses, if any, for the payment thereof in an aggregate amount not to exceed the Bank Fees and Expenses and the Administrative Expense Cap, provided, that if the Advances have been accelerated following the occurrence and during the continuance of an Event of Default, and the sale of the Collateral has commenced in connection therewith, such limitations specified therein shall not be given any effect, and (B) to the Administrative Agent, in an amount equal to any accrued and unpaid Administrative Agent Fee and Administrative Expenses; (ii) Second, to the Administrative Agent for payment to each Managing Agent, on behalf of the related Lenders, in an amount equal to any accrued and unpaid Interest for such Payment Date; (iii) Third, to the Administrative Agent for ratable payment to each Managing Agent, on behalf of the related Lenders, in an amount to reduce Advances Outstanding to zero and to pay any other Obligations in full; (iv) Fourth, to the Administrative Agent for payment to each Managing Agent, on behalf of the related Lenders, in the amount of Increased Costs and/or Taxes (if any); (v) Fifth, to the Administrative Agent, all other amounts or Obligations then due under this Agreement or the other Transaction Documents to the Administrative Agent, the Lenders, the Affected Parties or Indemnified Parties, each for the payment thereof; (zvi) belowSixth, as applicable:to the Bank Parties, all other amounts then due under this Agreement or the other Transaction Documents to the Bank Parties, for the payment thereof; and (vii) Seventh, all remaining amounts to the Borrower.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Payment Date and on the Maturity Date, the Servicer Borrower (or, following its assumption of exclusive control of the Lock-Box AccountsCollection Account, the Administrative Collateral Agent) shall, shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.7(c)) and investment earnings on amounts on deposit in the Collection Account from the Collection Account and allocate and distribute such Collections amounts to the applicable Person in the following order of priority: (i) firstFIRST, to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicable, the amount exclusive of Servicing Fees payable for termination payments) unpaid from any prior Interest Period to the extent such amount has not been distributed to the Servicer);Payment Date. (ii) secondSECOND, to each Lender and other Credit Party (ratablythe Backup Servicer so long as it has not become the Servicer hereunder, based on the an amount then due and owing), all equal to any accrued and unpaid Interest, Fees and Breakage Fees Backup Servicing Fee due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments)Payment Date, plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for unpaid Backup Servicing Fee from any prior Interest Period Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to the extent such amount has not been distributed SST up to such Lender or Credit Party$17,000, monthly; (iii) thirdTHIRD, as set forth (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (iv) FOURTH, to the Deal Agent for the account of the Lender, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (v) FIFTH, during the Revolving Period, to the Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (x)ii) above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ix) NINTH, to the Reserve Account, (yA) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (x) TENTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause (iii) above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xii) TWELFTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (zwhich shall include electronic transmission) belowthat it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, as applicable:after giving effect to such payment, will be greater than the amount needed to make the payments required pursuant to Section 2.7(a)(i) through (xi). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (v) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the Lender.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent As set forth in Section 6.03 are satisfied the Monthly Report, on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Payment Date, the Servicer Borrower (or, following its assumption of exclusive control of the Lock-Box AccountsCollection Account, the Administrative Collateral Agent) shall, shall withdraw Available Funds and any Excess Reserve Amount and investment earnings on amounts on deposit in the Collection Account from the Collection Account and allocate and distribute such Collections amounts to the applicable Person in the following order of priority: (i) firstFIRST, to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicable, the amount exclusive of Servicing Fees payable for termination payments) unpaid from any prior Interest Period to the extent such amount has not been distributed to the Servicer);Payment Date. (ii) secondSECOND, pari passu, (A) to each Lender and other Credit Party (ratablythe Servicer, based on the an amount then due and owing), all equal to any accrued and unpaid Interest, Fees and Breakage Servicing Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments)Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, plushowever, if applicablethe Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (C) to the Backup Servicer, so long as it has not become the Successor Servicer hereunder, an amount of equal to any such Interest, Fees accrued and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 unpaid Backup Servicing Fee due in respect of such payments) payable for Payment Date, any unpaid Backup Servicing Fee from any prior Interest Period Payment Date, any reasonable out-of-pocket expenses incurred by the Backup Servicer up to $17,000 monthly; and (D) any accrued and unpaid Indemnified Amounts owed to the extent such amount has not been distributed Backup Servicer (including in its capacity as Successor Servicer) up to such Lender or Credit Party$17,000 monthly; (iii) thirdTHIRD, as set forth in clause to the Lenders, pro rata, an amount equal to the sum of any accrued and unpaid (xA) Interest (up to an amount not exceeding the Interest Cap), (yB) Yield, and (C) any Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (iv) FOURTH, to the Lenders, pro rata based upon the portion of such amounts owed to each such party, any Indemnified Amounts; (v) FIFTH, (A) during the Revolving Period, to the Principal Collection Account for application by the Borrower to purchase additional Loans (or to fund additional Dealer Loan Contracts allocated to the Open Pool of Dealer Loan Contracts securing a Dealer Loan) from the Originator, the amount needed to cause the Collateral Amount to at least equal the Minimum Collateral Amount, and if the Minimum Collateral Amount cannot be reached due to an insufficient amount of Loans for purchase by the Borrower, the amount needed to cause the Adjusted Collateral Amount to equal the Minimum Collateral Amount; and (zB) belowduring the Amortization Period, as applicable:to the Lenders, pro rata, the Principal Distributable Amount, until Capital has been reduced to zero; (vi) SIXTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (vii) SEVENTH, during the Revolving Period, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (viii) EIGHTH, pari passu, (A) to the Backup Servicer, any amounts owed to the Backup Servicer, to the extent not paid pursuant to clause (ii)(A), (C) and (D) due to the cap specified in each such clause and (B) to the Collateral Agent, any accrued fees, reasonable out-of-pocket expenses or Indemnified Amounts; (ix) NINTH, to the Lenders for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (x) TENTH, to the Borrower any remaining amounts. (b) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iii) and (v) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Lenders.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority; provided, however, that each of the parties hereto hereby acknowledge and agree that no accrued and unpaid Interest, Fees or Servicing Fees owing as of the initial Settlement Date shall be payable on such Settlement Date and instead such amounts shall be payable on the following Settlement Date: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (orOn each Payment Date, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each no Event of Default has occurred and is continuing, the conditions precedent Collateral Manager shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in Section 6.03 are satisfied on such dateBorrowing Base Certificate) to the following Persons, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) following amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i1) firstto the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided that, the aggregate amount payable pursuant to this Section 2.7(a)(1), Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 per annum; (2) pro rata to each Lender, in an amount equal to (A) such Lender’s share of the Interest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periods, (B) such Lender’s Share of the Non-Usage Fee for the related Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to such Lender; (3) pro rata to the Administrative Agent and each Lender, all fees and other amounts, including any Increased Costs and Structuring Fee, but other than the principal of Advances Outstanding, Commitment Reduction Fee and Administrative Expenses, then due to each such Person under this Agreement; (4) pro rata to each Lender, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (5) pro rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee; (6) after the end of the Revolving Period, to the Servicer Unfunded Exposure Account in an amount equal to Exposure Amount Shortfall; (7) pro rata to each applicable party, to pay all other accrued and unpaid Administrative Expenses and Taxes; and (8) (A) during a Default, to remain in the Interest Collection Account or (B) otherwise, any remaining amounts shall be distributed to (or as directed by) the Borrower (to be used for any purpose, including distribution to the payment Collateral Manager). (b) On each Payment Date, so long as no Event of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicableDefault has occurred and is continuing, the amount of Servicing Fees payable for any prior Interest Period Collateral Manager shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Borrowing Base Certificate) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a)(1), to the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1), this Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 per annum; (2) to the extent not paid pursuant to Section 2.7(a)(2), pro rata to each Lender, in an amount equal to (A) such Lender’s share of the Interest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periods, (B) such Lender’s share of the Non-Usage Fee for the related Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to such Lender; (3) to the extent not paid pursuant to Section 2.7(a)(3), pro rata to the Administrative Agent and each Lender, all other fees and other amounts, including any Increased Costs and Structuring Fee, but other than the principal of Advances Outstanding, Commitment Reduction Fee and Administrative Expenses, then due to each such Person under this Agreement; (4) to the extent not paid pursuant to Section 2.7(a)(4), pro rata to each Lender, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (5) to the extent not paid pursuant to Section 2.7(a)(5), pro rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee; (6) during the Revolving Period, (x) to each Non-Extending Lender to pay Advances Outstanding in an amount equal to the Pro Rata Share of such Non-Extending Lender and (y) the remainder as directed by the Collateral Manager, to (A) repay Advances Outstanding, (B) return cash to the Principal Collection Account for application in accordance with the terms hereof and/or (C) unless a Default or Curable BDC Asset Coverage Event has not been occurred and is continuing, or after giving effect to such distribution the Availability is less than zero, to be distributed to (or as directed by) the ServicerBorrower (to be used for any purpose, including distribution to the Collateral Manager); (ii7) second, to each Lender after the end of the Revolving Period and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such not paid pursuant to Section 2.7(a)(6), to the Unfunded Exposure Account in an amount has not been distributed equal to such Lender or Credit PartyExposure Amount Shortfall; (iii8) after the end of the Revolving Period or after the occurrence and during the continuation of a Curable BDC Asset Coverage Event, to the Lenders to pay the Advances Outstanding; (9) thirdto the extent not paid pursuant to Section 2.7(a)(7), pro rata to each applicable party to pay all other Administrative Expenses and Taxes; and (10) (A) during a Default, to remain in the Principal Collection Account or (B) otherwise, any remaining amounts shall be distributed to (or as directed by) the Borrower (to be used for any purpose, including distribution to the Collateral Manager). (c) The Collateral Manager may, in its sole discretion, direct the Collateral Custodian to make a payment to the Borrower from the Principal Collection Account on any Business Day other than a Payment Date if, both immediately prior and after giving effect to such payment (i) the Availability is greater than zero and (ii) no Default, Event of Default or Curable BDC Asset Coverage Event has occurred and is continuing. (d) Subject to the satisfaction of the conditions set forth in clause (x)Section 3.2, (y) or (z) below, as applicable:the Collateral Manager may direct the Collateral Custodian to withdraw funds on deposit in the Principal Collection Account on any Business Day in order to reinvest such funds in Eligible Loans to be pledged hereunder.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent As set forth in Section 6.03 are satisfied the Monthly Report, on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Payment Date, the Servicer (or, following its assumption of control of Collateral Agent shall withdraw Available Funds and any Excess Reserve Amount and investment earnings on amounts on deposit in the Lock-Box Accounts, Collection Account from the Administrative Agent) shall, Collection Account and allocate and distribute such Collections amounts to the applicable Person in the following order of priority: (i) firstFIRST, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period pari passu, (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed A) to the Servicer), an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (C) to the Backup Servicer, so long as it has not become the Successor Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed to the Backup Servicer; and (D) to the Collateral Agent, accrued and unpaid Collateral Agent Fee due in respect of such Payment Date, any unpaid Collateral Agent Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Collateral Agent, and any accrued and unpaid Indemnified Amounts owed to the Collateral Agent, in the case of clauses (i)(C) and (i)(D) prior to a Termination Event, up to Capped Backup Servicer and Collateral Agent Fees and Expenses, monthly; (ii) secondSECOND, to each Lender and other Credit Party (ratablythe Lenders, based on pro rata, an amount equal to the amount then due and owing), all sum of any accrued and unpaid Interest, Fees (A) Yield and Breakage Fees (B) any Increased Costs and any Additional Amounts due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of Payment Date and any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for unpaid from any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit PartyPayment Date; (iii) thirdTHIRD, as set forth to the Lenders, pro rata based upon the portion of such amounts owed to each such party, any Indemnified Amounts; (iv) FOURTH, (A) during the Revolving Period, to the Principal Collection Account for application by the Borrower to purchase additional Loans (or to fund additional Dealer Loan Contracts allocated to the Open Pool of Dealer Loan Contracts securing a Dealer Loan) from the Originator, the amount needed to cause the Collateral Amount to at least equal the Minimum Collateral Amount, and if the Minimum Collateral Amount cannot be reached due to an insufficient amount of Loans for purchase by the Borrower, the amount needed to cause the Adjusted Collateral Amount to equal the Minimum Collateral Amount; and (B) during the Amortization Period, to the Lenders, pro rata, the Principal Distributable Amount, until Capital has been reduced to zero; (v) FIFTH, during the Revolving Period, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (vi) SIXTH, pari passu, (A) to the Backup Servicer, any amounts owed to the Backup Servicer, to the extent not paid pursuant to clause (xi)(C) and (B) to the Collateral Agent, any accrued fees, reasonable out-of-pocket expenses or Indemnified Amounts to the extent not paid pursuant to clause (i)(D), in the case of clauses (yi)(C) or and (zi)(D), due to the Capped Backup Servicer and Collateral Agent Fees and Expenses; (vii) belowSEVENTH, as applicable:to the Lenders for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (viii) EIGHTH, to the Borrower any remaining amounts. (b) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(ii) and (iv) is insufficient to cover all amounts due thereunder on such Payment Date the Collateral Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Collateral Agent shall pay such amount to the Lenders.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long Except as each of the conditions precedent set forth in Section 6.03 are satisfied 2.08(b), on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement DateDate Collections on Assigned Receivables (including Policy Proceeds on deposit in the Collection Accounts), shall be withdrawn from the Collection Accounts and applied by Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (and in no other order without the Agent’s prior written consent until the amounts due and payable in each category are fully paid): (i) first, to the Servicer for Payment Account, an amount equal to the payment of interest accrued on Advances through and including the accrued preceding Business Day; (ii) second, any Servicing Fees payable for accrued through such Settlement Date shall be paid to Servicer; (iii) third, an amount equal to the immediately preceding Interest Period Borrowing Base Deficit (plus, if applicable, calculated before giving effect to any Receivables that became Assigned Receivables on such Settlement Date and the amount of Servicing Fees payable for any prior Interest Period the Advance (if any) being made on such Settlement Date) shall be paid to the extent Payment Account and applied by the Agent to reduce the outstanding principal amount of the respective Advances; (iv) fourth, to Borrower, any remaining funds. Notwithstanding clause third of the preceding sentence, Collections on deposit in the Collection Account on any Settlement Date that are payable pursuant to clause third may be netted and set-off by the Servicer against the Advance, if any, to be made on such Settlement Date. Any amounts applied by Servicer pursuant to the preceding sentence to satisfy Lenders’ obligation to make new Advances on any Settlement Date shall be deemed to have been paid to Lenders in reduction on the outstanding principal amount has of the Advances on such Settlement Date. (b) At all times after the Program Termination Date, on each Settlement Date all Collections on Assigned Receivables (including all Policy Proceeds on deposit in the Collection Accounts) shall be withdrawn from the Collection Account and applied by Servicer in the following order (and in no other order without the Agent’s prior written consent until all amounts due and payable within each category are fully paid): (i) first, to the Agent to pay the amount of any fees and expenses (including but not limited to fees and expenses of its counsel) that have not been distributed paid or reimbursed to the Servicer); Agent or the Lenders that are payable by Borrower in accordance with the terms of this Agreement or the other Program Documents, together with any interest accrued thereon; (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable Agent for any prior Interest Period indemnities owed by Borrower to the extent such amount has not been distributed to such Lender Agent or Credit Party; the Lenders under this Agreement or the other Program Documents; (iii) third, as set forth to the Agent in clause payment of accrued interest accrued in respect of the Aggregate Advances through and including the preceding Business Day; (x)iv) fourth, to the Agent in payment of the principal of the Aggregate Advances; and (yv) or (z) belowfifth, as applicable:to Borrower.

Settlement Procedures. No later than 11:00 a.m. (aNew York City time) The Servicer shall set aside (x) on each Payment Date and hold in trust for (y) solely with respect to the benefit payment of the Secured Parties Supplemental Fees pursuant to clause (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth a)(ii) below, all Collections on Pool Receivables that are received by the Servicer 15th calendar day of each calendar month (or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with is not a Business Day the terms of the Purchase immediately succeeding Business Day) beginning on August 16, 2021 and Sale Agreement or ending on July 15, 2022 (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such releaseeach, a “ReleaseSupplemental Fee Payment Date”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) Paying Agent shall, distribute from the Collection Account, to the extent of available funds (such Collections amounts being the “Available Collections”) disburse the following amounts in the following order of priority: (a) During the Revolving Period, and in each case unless otherwise specified below, applying Available Collections: (i) firstFirst, ratably, (A) to the Servicer Bank Parties in an amount equal to any accrued and unpaid Bank Fees and Expenses, if any, for the payment of thereof in an aggregate amount not to exceed the accrued Servicing Bank Fees payable for and Expenses and the immediately preceding Interest Period Administrative Expense Cap, and (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period B) to the extent such Administrative Agent, in an amount has not been distributed equal to the Servicer)any accrued and unpaid Administrative Agent Fee and Administrative Expenses; (ii) secondSecond, to the Administrative Agent for payment to each Managing Agent, on behalf of the related Lenders, and the Swingline Lender and other Credit Party (ratably, based on the in an amount then due and owing), all equal to any accrued and unpaid Interest, Fees Unused Fee that is due on such Payment Date and Breakage Fees any accrued and unpaid Supplemental Fee that is due to on such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit PartySupplemental Fee Payment Date; (iii) thirdThird, as set forth to the Administrative Agent for payment to each Hedge Counterparty, in clause an amount equal to any regularly scheduled payments, fees, and expenses accrued and unpaid under any Hedging Agreement (xother than Hedge Breakage Costs); (iv) Fourth, first, to the Administrative Agent for payment to each Managing Agent, on behalf of the related Lenders, an amount equal to the excess, if any, of Advances Outstanding over the Maximum Availability, pro rata; provided, however, that to the extent that (yi) the Termination Date has not occurred and (ii) Advances Outstanding exceed the Facility Amount due to one or (z) belowmore Lenders becoming Non‑Renewing Lenders, as applicable:to each Managing Agent on behalf of such Non‑Renewing Lenders only, pro rata in accordance with their Advances Outstanding;

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit Collection of the Secured Parties (or, if so requested Financed Receivables shall be administered by the Administrative a Collection Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower Article VI. RSPN shall provide to the Originators under Collection Agent on a timely basis all information reasonably necessary for such administration. Both RSPN and the Subordinated Notes Collection Agent shall take all actions reasonably necessary to ensure that all Collections of the Financed Receivables are delivered to the Lockbox. After such Collections are processed, they will be deposited into the Agent's Account. (b) On the last Business Day of each such release, a “Release”). On each Settlement Datecalendar month, the Servicer (or, following its assumption Collection Agent shall produce a report indicating the amount of control Collections of Financed Receivables with respect to each Financing which were deposited in the Agent's Account since the last Business Day of the Lock-Box Accounts, the Administrative Agent) shall, distribute previous calendar month. All such Collections in the following order of prioritywith respect to each Financing will be paid as follows: (i) first, to the Servicer for the payment Agent, in an amount equal to interest on Scheduled Amounts in respect of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount such Financing not previously paid and Scheduled Amounts in respect of Servicing Fees payable for any prior Interest Period to the extent such amount has Financing not been distributed to the Servicer)previously paid; (ii) secondto the Agent, in an amount equal to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 Scheduled Amount in respect of such payments), plus, if applicable, the amount of any Financing due during such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Partymonth; (iii) thirdto the Agent, in an amount equal to interest on Scheduled Amounts in respect of any other Financing not previously paid and Scheduled Amounts in respect of any other Financing not previously paid; (iv) to the Agent, in an amount equal to the Scheduled Amount in respect of any other Financing due during such month to the extent it would not be paid from Collections from Financed Contracts related to such Financing; (v) to the Agent, in an amount equal to any other amount payable to the Agent hereunder; (vi) to the Central Station, in an amount equal to any Central Station Fees then payable; (vii) to the Collection Agent, in payment of the Collection Agent Fee; and (viii) to RSPN or its designee or such other Person as shall then be legally entitled thereto. Notwithstanding the above, if, as of any Business Day prior to the end of a calendar month, the aggregate amount of Collections deposited in the Agent's Account since the last Business Day of the previous calendar month exceeds the aggregate amounts set forth in clauses (i) through (vii) above for all Financings, upon request of RSPN, the remaining amounts will be distributed (but not more frequently than weekly) as set forth in clause (x), (yvii) or (z) below, as applicable:above.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (orOn each Payment Date, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each no Event of Default has occurred and is continuing, the Investment Manager shall direct the Collateral Custodian (which direction shall be deemed given upon receipt by the Collateral Custodian of the conditions precedent related Reporting Date Report) to pay pursuant to the latest Reporting Date Report (and the Collateral Custodian shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in Section 6.03 are satisfied on such dateReporting Date Report) to the following Persons, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) following amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i1) first, to the Servicer for Collateral Custodian and the payment of Securities Intermediary pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; (2) to the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicableHedge Counterparty, the aggregate net amount of Servicing Fees then due and payable for any prior Interest Period to the extent such amount has not been distributed to the ServicerHedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs); (ii3) to the Investment Manager (including, for avoidance of doubt, the Replacement Servicer, if applicable), first, to pay any accrued and unpaid Investment Management Fees and, second, to pay all documented fees and expenses of the Investment Manager (including, without limitation, reasonable attorney’s fees, costs and expenses) in an aggregate amount with respect to such documented fees and expenses in any rolling 12-month period not greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $250,000; provided that so long as CM Investment Partners LLC is Investment Manager, such fee shall be waived until such time as IM directs the Custodian otherwise; (4) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents; (5) to the Administrative Agent to be distributed pro rata to each Lender Lender, in an amount equal to (a) any accrued and other Credit Party unpaid Interest with respect to Advances made by such Lender, (ratably, b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs; (6) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement; (7) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to, if the Facility Amount has been terminated in whole pursuant to Section 2.3(c), the Advances Outstanding; (8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders; (9) to the Administrative Agent to be distributed pro rata to each Lender, if a Borrowing Base Deficiency exists, an amount necessary to reduce the Borrowing Base Deficiency to zero, pro rata in accordance with the amount of Advances Outstanding hereunder; (10) (a) during the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause all amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (b) after the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (11) to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian and the Securities Intermediary, the Indemnified Parties, or the Secured Parties, as applicable, all other amounts then due and owing, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, Increased Costs, Taxes, indemnities, but other than the principal of Advances Outstanding, then due under this Agreement; (12) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments. (b) On each Payment Date, so long as no Event of Default has occurred and is continuing, the Investment Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a), to the Collateral Custodian and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; (2) to the extent not paid pursuant to Section 2.7(a), to the Hedge Counterparty, the aggregate net unpaid amount then due and owingpayable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs); (3) to the extent not paid pursuant to Section 2.7(a), all to the Investment Manager, in an amount equal to any accrued and unpaid InterestInvestment Management Fees; (4) to the extent not paid pursuant to Section 2.7(a), Fees to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents; (5) to the extent not paid pursuant to Section 2.7(a), to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Fees due Costs; (6) to such Lender and the extent not paid pursuant to Section 2.7(a), to the Hedge Counterparty, any other Credit Party for the immediately preceding Interest Period unpaid amounts (including any additional Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts or indemnified amounts then due and payable to the Borrower under Sections 5.03 and 13.01 in respect of such paymentsapplicable Hedging Agreement; (7) to the extent not paid pursuant to Section 2.7(a), plusto the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to if the Facility Amount has been terminated in whole pursuant to Section 2.3(c), the Advances Outstanding; (8) to the extent not paid pursuant to Section 2.7(a), to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders; (9) (x) during the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause all amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (y) after the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (10) (a) during the Revolving Period, to the extent not paid pursuant to Section 2.7(a), to the Administrative Agent to be distributed pro rata to each Lender, if applicablea Borrowing Base Deficiency exists, an amount necessary to reduce the Borrowing Base Deficiency to zero, pro rata in accordance with the amount of any such InterestAdvances Outstanding hereunder and (b) after the end of the Revolving Period, Fees and Breakage Fees to the Lenders to pay the Advances Outstanding; (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments11) payable for any prior Interest Period to the extent such amount has not been paid pursuant to Section 2.7(a), to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Securities Intermediary, the Indemnified Parties, or the Secured Parties, all other amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel, but other than the principal of Advances Outstanding, then due under this Agreement; and (12) any remaining amounts shall be distributed to such Lender the Borrower or Credit Party; (iii) thirdany nominee thereof, as set forth in clause (x)which amounts may be used by the Borrower to make Restricted Payments, (y) or (z) belowprovided, as applicable:that Borrower shall first reimburse the Investment Manager for any unreimbursed amounts paid by the Investment Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (orOn each Payment Date, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Custodian (which direction shall be deemed given upon receipt by the Collateral Custodian of the conditions precedent related Reporting Date Report) to pay pursuant to the latest Reporting Date Report (and the Collateral Custodian shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in Section 6.03 are satisfied on such dateReporting Date Report) to the following Persons, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) following amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i1) first, to the Servicer for Collateral Custodian and the payment of Securities Intermediary pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; (2) to the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicableHedge Counterparty, the aggregate net amount of Servicing Fees then due and payable for any prior Interest Period to the extent such amount has not been distributed to the ServicerHedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs); (ii3) to the Collateral Manager (including, for avoidance of doubt, the Replacement Servicer, if applicable), first, to pay any accrued and unpaid Collateral Management Fees and, second, to pay all documented fees and expenses of the Collateral Manager (including, without limitation, reasonable attorney’s fees, costs and expenses) in an aggregate amount with respect to such documented fees and expenses in any rolling 12-month period not greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $250,000; provided that so long as CM Investment Partners LLC is Collateral Manager, such fee shall be waived until such time as IM directs the Custodian otherwise; (4) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents; (5) to the Administrative Agent to be distributed pro rata to each Lender Lender, in an amount equal to (a) any accrued and other Credit Party unpaid Interest with respect to Advances made by such Lender, (ratably, b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs; (6) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement; (7) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to, if the Facility Amount has been terminated in whole pursuant to Section 2.3(c), the Advances Outstanding; (8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders; (9) to the Administrative Agent to be distributed pro rata to each Lender, if a Borrowing Base Deficiency exists, an amount necessary to reduce the Borrowing Base Deficiency to zero, pro rata in accordance with the amount of Advances Outstanding hereunder; (a) during the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause all amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (b) after the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (11) to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian and the Securities Intermediary, the Indemnified Parties, or the Secured Parties, as applicable, all other amounts then due and owing, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, Increased Costs, Taxes, indemnities, but other than the principal of Advances Outstanding, then due under this Agreement; and (12) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments. (b) On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a), to the Collateral Custodian and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; (2) to the extent not paid pursuant to Section 2.7(a), to the Hedge Counterparty, the aggregate net unpaid amount then due and owingpayable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs); (3) to the extent not paid pursuant to Section 2.7(a), all to the Collateral Manager, in an amount equal to any accrued and unpaid InterestCollateral Management Fees; (4) to the extent not paid pursuant to Section 2.7(a), Fees to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents; (5) to the extent not paid pursuant to Section 2.7(a), to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such ▇▇▇▇▇▇, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Fees due Costs; (6) to such Lender and the extent not paid pursuant to Section 2.7(a), to the Hedge Counterparty, any other Credit Party for the immediately preceding Interest Period unpaid amounts (including any additional Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts or indemnified amounts then due and payable to the Borrower under Sections 5.03 and 13.01 in respect of such paymentsapplicable Hedging Agreement; (7) to the extent not paid pursuant to Section 2.7(a), plusto the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to if the Facility Amount has been terminated in whole pursuant to Section 2.3(c), the Advances Outstanding; (8) to the extent not paid pursuant to Section 2.7(a), to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders; (9) (x) during the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause all amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (y) after the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (10) (a) during the Revolving Period, to the extent not paid pursuant to Section 2.7(a), to the Administrative Agent to be distributed pro rata to each Lender, if applicablea Borrowing Base Deficiency exists, an amount necessary to reduce the Borrowing Base Deficiency to zero, pro rata in accordance with the amount of any such InterestAdvances Outstanding hereunder and (b) after the end of the Revolving Period, Fees and Breakage Fees to the Lenders to pay the Advances Outstanding; (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments11) payable for any prior Interest Period to the extent such amount has not been paid pursuant to Section 2.7(a), to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Securities Intermediary, the Indemnified Parties, or the Secured Parties, all other amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel, but other than the principal of Advances Outstanding, then due under this Agreement; and (12) any remaining amounts shall be distributed to such Lender the Borrower or Credit Party; (iii) thirdany nominee thereof, as set forth in clause (x)which amounts may be used by the Borrower to make Restricted Payments, (y) or (z) belowprovided, as applicable:that Borrower shall first reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder.

Settlement Procedures. (a) The Servicer All Collections on Pool Receivables shall set aside and hold be held in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for Borrower Collection Accounts until their application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 5.03 are satisfied on such datedate (as evidenced by the related Release), the Borrower (or the Initial Servicer may on its behalf) may, subject to Section 3.02, direct the Paying Agent and the Account Bank to release to the Borrower from such Collections the amount (if any) necessary to pay (i) pay the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Initial Purchase and Sale Agreement or Agreement, (ii) amounts owing for payment by the Borrower with respect to any Subordinated Note on any Monthly Settlement Date from available collections under clause (vii) below or (iii) for distribution to the Originators Parent as a return on the Parent’s equity interest in the Borrower on any Monthly Settlement Date from available collections under the Subordinated Notes clause (vii) below (each such release, a “Release”). On each Settlement Date, and to the Servicer extent required in accordance with Section 8.10, the Paying Agent shall (or, following its assumption of control subject to Section 3.02) distribute all Collections received during the related Settlement Period held in the Borrower Collection Accounts and any amounts on deposit in the Interest Reserve Account in excess of the Lock-Box Accounts, Interest Reserve Amount as of such Settlement Date in accordance with the Administrative Agent) shall, distribute such Collections Information Package in the following order of priority: (i) first, to pay any fees and out-of-pocket expenses and indemnities due the Collateral Agent, Paying Agent, Account Bank and Back-up Servicer, up to an aggregate maximum amount of $150,000 in any given calendar year; provided that, in the event that an Early Amortization Event, Unmatured Initial Servicer Default, Initial Servicer Default, Event of Default or Unmatured Event of Default has occurred and is continuing, the fees and out-of-pocket expenses and indemnities due the Collateral Agent, Paying Agent, Account Bank and Back-up Servicer shall not be subject to such $150,000 maximum amount; (ii) second, to the Administrative Agent, any out-of-pocket expenses and indemnities due to the Administrative Agent through the related Interest Period (iii) third, to each Lender and other Credit Party (ratably, based on the amount then due and owing to such Credit Party), all accrued and unpaid Interest, Fees (other than fees payable in accordance with clause (ii) above)) and Breakage Amount due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Amounts (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Period; (iv) fourth, to the Servicer (or, to the extent set forth in the Back-up Servicing Agreement following a Servicing Transfer Date, to the Back-up Servicer and the Initial Servicer) for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (iiv) secondfifth, prior to the occurrence of the Revolving Period Termination Date, to each Lender deposit in the Interest Reserve Account, an amount equal to any Interest Reserve Account Deficit Amount; (vi) sixth, as set forth in clause (A) or (B) below, as applicable: (A) prior to the occurrence of the Revolving Period Termination Date, to the extent that a Borrowing Base Deficit exists on such date to the Lenders ratably for the payment of a portion of the outstanding principal amount of the Loans at such time, in an aggregate amount equal to the amount necessary to reduce the Borrowing Base Deficit to zero; or (B) on and after the occurrence of the Revolving Period Termination Date for the payment in full of the aggregate outstanding principal amount of the Loans; (vii) seventh, to the Back-up Servicer, the Collateral Agent, the Account Bank, the Paying Agent, the Credit Parties, any other Credit Party Affected Persons and the Borrower Indemnified Parties (ratably, based on the amount then due and owingowing at such time), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period payment of all other Borrower Obligations (including any additional amounts or indemnified amounts payable under Sections 5.03 11.01, any expenses paid as advances by the Back-up Servicer in accordance with the terms of the Back-up Servicing Agreement and 13.01 in respect of such payments)any fees or expenses otherwise payable under clause (i) above) then due and owing by the Borrower to the Back-up Servicer, plusthe Collateral Agent, the Account Bank, Paying Agent, Credit Parties, any other Affected Persons and the Borrower Indemnified Parties; and (viii) eighth, the balance, if applicableany, to be paid to, or at the direction of, the amount Borrower for its own account. (b) All payments or distributions to be made to the Lenders (or their respective related Affected Persons and the Borrower Indemnified Parties) hereunder shall be paid or at the direction of the Administrative Agent for the benefit of the related Lender at its Lender’s Account. Each Lender, upon its receipt in the applicable Lender’s Account of any such Interestpayments or distributions, Fees shall distribute such amounts to its applicable related Affected Persons and Breakage Fees (including the Borrower Indemnified Parties. Notwithstanding anything to the contrary set forth in this Section 3.01, the Administrative Agent shall have no obligation to distribute or pay any additional amounts or indemnified amounts payable amount under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period this Section 3.01 except to the extent actually received by the Administrative Agent. Each payment by the Servicer or the Borrower to the Administrative Agent for the account of any Credit Party hereunder shall be deemed to constitute payment by the Servicer or the Borrower directly to such amount has not been distributed Credit Party, provided, however, that in the event any such payment by the Servicer or Borrower is required to be returned to the Servicer or Borrower for any reason whatsoever, then the Servicer’s or Borrower’s obligation to such Lender or with respect to such payment shall be deemed to be automatically reinstated. Additionally, each Lender hereby covenants and agrees to provide timely and accurate responses to each of the Administrative Agent’s requests for information necessary for the Administrative Agent to make the allocations to the Lenders required to be made by the Administrative Agent hereunder, including the applicable account of each Lender for which amounts should be distributed. (c) If and to the extent the Administrative Agent, any Credit Party, any other Secured Party, any Affected Person, any WT Indemnified Party or any Borrower Indemnified Party shall be required for any reason to pay over to any Person any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Borrower and, accordingly, the Administrative Agent, such Credit Party, such Affected Person, such WT Indemnified Party or such Borrower Indemnified Party, as the case may be, shall have a claim against the Borrower for such amount. (d) For the purposes of this Section 3.01: (i) Deemed Collections payments made by the Originators to the Borrower under the Initial Purchase and Sale Agreement shall be treated as Collections and held for application pursuant to Section 3.01(a); (iiiii) thirdexcept as otherwise required by Applicable Law or the relevant Contract, as set forth all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in clause the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (x)e) if and to the extent the Administrative Agent, any Credit Party, any other Secured Party, any other Affected Person, any WT Indemnified Party or any Borrower Indemnified Party shall be required for any reason to pay over to an Obligor (yor any trustee, receiver, custodian or similar official in any insolvency proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by such Person but rather to have been retained by the Borrower and, accordingly, such Person shall have a claim against the Borrower for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (f) Notwithstanding the other provisions of this Section 3.01 or any other term of this Agreement, to the extent that any bank where an Originator Collection Account is held is entitled to an indemnification or expenses claim from the Borrower or (zfollowing the delivery of a notice of control) belowthe Collateral Agent pursuant to the related Account Control Agreement, as applicable:the Borrower or (following the delivery of a notice of control) the Collateral Agent may request a withdrawal from the Borrower Collection Account to satisfy such obligation by delivering a request in writing to the Administrative Agent, the Paying Agent and the Account Bank two Business Days prior to the requested date of the requested payment to the Originator Collection Account Bank. Unless the Administrative Agent shall have delivered written notice of its objection to such payment by 5:00 p.m (New York City time) on the Business Day prior to the requested date of such payment, the Account Bank shall (solely to the extent insufficient cash is available in the Borrower Collection Account) liquidate sufficient Permitted Investments held pursuant to Section 8.10 to make such payment and the Paying Agent shall wire the requested funds to the applicable Originator Collection Account bank.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (orOn each Payment Date, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each no Event of Default has occurred and is continuing, the conditions precedent Collateral Administrator shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in Section 6.03 are satisfied on such dateBorrowing Base Certificate) to the following Persons, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) following amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i1) firstto the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees; (2) pro rata to each Lender, in an amount equal to any accrued and unpaid Interest; (3) pro rata to (a) each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee and Breakage Costs and (b) to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Affected Parties, the Indemnified Parties, or the Secured Parties, as applicable, all Fees and other amounts, including any Increased Costs, but other than the principal of Advances Outstanding, then due under this Agreement; (4) pro rata to each Lender, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero, pro rata in accordance with the amount of Advances Outstanding hereunder; (5) to the applicable party, to pay all other Administrative Expenses; (6) to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on the assets of the Borrower; and (7) any remaining amounts shall be distributed to the Borrower. (b) On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Administrator shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Borrowing Base Certificate) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a), to the Servicer Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees; (2) to the extent not paid pursuant to Section 2.7(a), pro rata to each Lender, in an amount equal to any accrued and unpaid Interest; (3) to the extent not paid pursuant to Section 2.7(a), pro rata to (a) each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee and Breakage Costs and (b) to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Affected Parties, the Indemnified Parties, or the Secured Parties, all other amounts, including any Increased Costs, but other than the principal of Advances Outstanding, then due under this Agreement; (4) to the extent not paid pursuant to Section 2.7(a), pro rata to each Lender, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero, pro rata in accordance with the amount of Advances Outstanding hereunder; (5) during the Revolving Period, as directed by the Collateral Administrator, to repay Advances Outstanding, return cash to the Principal Collections Account and/or, if the Distribution Conditions are satisfied on such Payment Date, to be paid to the Borrower; (6) after the end of the Revolving Period, to the Borrower in an amount sufficient to pay when due any Tax arising from Gains (including as a result of market discount) incurred prior to the Amendment and Restatement Effective Date (A) in respect of which no distribution has previously been made pursuant to this Section 2.7(b)(6) and (B) not subject to Independent Verification, calculated in accordance with the assumptions set forth in Section 6.5 of the AIV Limited Partnership Agreement as of the date hereof; provided, however, that the aggregate amount of such Gains for purposes of such calculation shall be net of any losses of the AIV, against which such Gains can be offset for tax purposes as of the date of such determination (including any losses of the AIV from prior periods after the Revolving Period which were not utilized to offset Gains in such prior period); (7) after the end of the Revolving Period, to the Borrower in the amount requested by the Borrower pursuant to Section 2.14(b) for distribution by the Borrower to its members as part of the distributions to be made by the Borrower to its members that are required to enable the BDC to qualify annually as a “regulated investment company” under subchapter M of the Code and to avoid a liability for taxes under Section 4982 of the Code; (8) after the end of the Revolving Period or after the occurrence and during the continuation of a Curable BDC Asset Coverage Event, to the Lenders to pay the Advances Outstanding; (9) to the extent not paid pursuant to Section 2.7(a), to the applicable party to pay all other Administrative Expenses; (10) to the extent not paid pursuant to Section 2.7(b)(6), to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on the assets of the Borrower; and (11) any remaining amounts shall be distributed to the Borrower. (c) The Collateral Administrator may, in its sole discretion, direct the Collateral Custodian to make a payment to the Borrower or to the Excess Future Funding Account from the Principal Collection Account on any Business Day other than a Payment Date if the Distribution Conditions are satisfied on such Business Day; provided that, if a Default or an Event of Default under Section 9.1(s) is the only Distribution Condition failed on any Business Day, the Collateral Administrator may direct the Collateral Custodian to make a payment to the Excess Future Funding Account from the Principal Collection Account on such Business Day for the purpose of curing such Default or Event of Default; provided further that, if on such Business Day (i) a Curable BDC Asset Coverage Event is the only Distribution Condition failed and (ii) the Borrower Payment Conditions are satisfied, the Collateral Administrator may direct the Collateral Custodian to make a payment to the Borrower from the Principal Collection Account in an amount up to the sum (without duplication) of (A) Prepayment Gains plus (B) the lesser of (1) the aggregate Market Discount accrued during the applicable Collection Period and (2) $3,000,000. For the avoidance of doubt, if no Market Discount has accrued during any Collection Period, the amount for purposes of clause (B) above shall be zero during such Collection Period. (d) So long as no Default or Event of Default or Curable BDC Asset Coverage Event has occurred and is continuing, the Collateral Administrator may, in its sole discretion, direct the Collateral Custodian to, on any Business Day, transfer an amount not to exceed the Non-Borrowing Base Principal Collection Amount from the Principal Collection Account to the principal subaccount of the accrued Servicing Fees payable Borrower Collection Account or to the Excess Future Funding Account; provided that, if a Default or an Event of Default under Section 9.1(s) is the only Default, Event of Default or Curable BDC Asset Coverage Event continuing on any Business Day, the Collateral Administrator may direct the Collateral Custodian to make such a transfer to the Excess Future Funding Account from the Principal Collection Account on such Business Day for the purpose of curing such Default or Event of Default. (e) So long as no Default or Event of Default has occurred and is continuing, the Collateral Administrator may, in its sole discretion, direct the Collateral Custodian to, on any Business Day, transfer an amount not to exceed the Non-Borrowing Base Interest Collection Amount from the Interest Collection Account to the interest subaccount of the Borrower Collection Account or to the Excess Future Funding Account; provided that, if a Default or an Event of Default under Section 9.1(s) is the only Default or Event of Default continuing on any Business Day, the Collateral Administrator may direct the Collateral Custodian to make such a transfer to the Excess Future Funding Account from the Interest Collection Account on such Business Day for the purpose of curing such Default or Event of Default. For the avoidance of doubt, such transfer may be made during the continuation of a Curable BDC Asset Coverage Event. (f) The Collateral Administrator may, in its sole discretion, direct the Collateral Custodian to make a payment to the Borrower or to the Excess Future Funding Account from (i) the principal subaccount of the Borrower Collection Account on any Business Day so long as the Collateral Administrator certifies to the Administrative Agent that, both immediately preceding Interest Period prior to and immediately after giving effect to any such payment, (plusA) no Default or Event of Default or Curable BDC Asset Coverage Event has occurred and is continuing or would occur as a result of such payment and (B) there is no Borrowing Base Deficiency and/or (ii) the interest subaccount of the Borrower Collection Account on any Business Day so long as the Collateral Administrator certifies to the Administrative Agent that, both immediately prior to and immediately after giving effect to any such payment, (A) no Default or Event of Default has occurred and is continuing or would occur as a result of such payment and (B) there is no Borrowing Base Deficiency; provided that, if a Default or an Event of Default under Section 9.1(s) is the only Default, Event of Default or, if applicable, Curable BDC Asset Coverage Event continuing on any Business Day, the Collateral Administrator may direct the Collateral Custodian to make any payment described above to the Excess Future Funding Account from the Borrower Collection Account on such Business Day for the purpose of curing such Default or Event of Default. (g) Upon the occurrence and during the continuation of a Default or an Event of Default, the Collateral Custodian shall, on a daily basis, transfer all amounts on deposit in the Borrower Collection Account to the Collection Account. (h) On each Borrowing Base Certificate delivered on any Payment Date where a distribution is requested pursuant to Section 2.7(b)(6), the Borrower shall set forth an itemized computation of the amount which would be distributed pursuant to Section 2.7(b)(6) (assuming sufficient Available Funds after distributions per Section 2.7(b)(1)-(5)) including calculation in reasonable detail regarding each component of such calculation as set forth herein and in the related Borrowing Base Certificate. Such Borrowing Base Certificate shall set forth the amount of Servicing Fees payable Gains (minus any such Gains for any prior Interest Period which a distribution has previously been made pursuant to the extent Section 2.7(b)(6)) pursuant to which such amount has not been distributed to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicableBorrowing Base Certificate is being delivered, the amount of any losses of the Borrower and the AIV available to offset such InterestGains, Fees the applicable tax rates used in calculating such Taxes, and Breakage Fees all other factors used to calculate such Tax. Upon at least one (including any additional amounts or indemnified amounts payable under Sections 5.03 1) Business Day’s notice to the Borrower and 13.01 the Collateral Custodian prior to the relevant Payment Date, the Administrative Agent may request independent verification of the inputs and calculations set forth in respect such Borrowing Base Certificate from an independent accounting firm (an “Independent Verification”), selected by the Administrative Agent, and reasonably acceptable to the Borrower and the AIV. Such accounting firm shall be required to provide such verification within thirty (30) days of its engagement, and the determination of such paymentsaccounting firm shall be final and binding on all parties. During the verification procedure the Collateral Custodian shall hold all Available Funds otherwise distributable on the Payment Date pursuant to Section 2.7(b)(6) payable in escrow for distribution as soon as such verification is finalized. All parties to this Agreement shall cooperate fully with such accounting firm and provide, subject to confidentiality arrangements, all information and data requested by such accounting firm. The fee for such accounting firm’s verification shall be borne by the Administrative Agent, unless the determination concludes that there is a five (5) percent or greater overstatement in the amount of distribution set forth in such Borrowing Base Certificate, in which case the fee will be borne by the Borrower and treated as an Administrative Expense. (i) On any prior Business Day, the Collateral Administrator may direct the Collateral Custodian to use amounts on deposit in the Excess Future Funding Account to either (i) make a payment under a Future Funding Obligation, and/or (ii) make a deposit into the Interest Period Collection Account (but only to the extent such amount has not been distributed that (A) amounts on deposit in the Excess Future Funding Account originally came from the Interest Collection Account and (B) no Borrowing Base Deficiency exists either immediately prior to or after giving effect to such Lender payment or Credit Party; (iii) third, as set forth in clause (x), (ydeposit) or (z) below, as applicable:the Principal Collection Account.

Settlement Procedures. (a) The Servicer Unless a Termination Date shall set aside and hold in trust for the benefit of the Secured Parties (orhave occurred pursuant to Section 10.2, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Payment Date, the Servicer Collateral Agent shall (or, following its assumption of control of based on the Lock-Box Accounts, information contained in the Administrative AgentMonthly Report delivered on the related Determination Date) shall, withdraw Available Funds and any Excess Reserve Amounts and investment earnings on amounts on deposit in the Collection Account from the Collection Account and allocate and distribute such Collections amounts to the applicable Person or account in the following order of priority: (i) firstFIRST, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period pari passu, (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed A) (1) to the Servicer), an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee, (2) to the Backup Servicer, so long as it has not become the Successor Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date and (3) to the Collateral Agent, accrued and unpaid Collateral Agent Fee due in respect of such Payment Date, any unpaid Collateral Agent Fee from any prior Payment Date; (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (C) to the Backup Servicer, any reasonable out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed to the Backup Servicer; and (D) to the Collateral Agent, any reasonable out-of-pocket expenses incurred by the Collateral Agent, and any accrued and unpaid Indemnified Amounts owed to the Collateral Agent, in the case of clauses (i)(C) and (i)(D) prior to a Termination Event, up to Capped Backup Servicer and Collateral Agent Expenses, monthly; (ii) SECOND, the following amounts to be applied sequentially (A) first, pro rata to each Class A Lender, such Class A Lender’s ratable share of the Class A Interest Distributable Amount due and payable on such Payment Date and the Class A Interest Carryover Shortfall, if any, from any prior Payment Date, (B) second, pro rata to each Lender and other Credit Party (ratablyClass B Lender, based on such Class B Lender’s ratable share of the amount then Class B Interest Distributable Amount due and owing), all accrued payable on such Payment Date and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Class B Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plusCarryover Shortfall, if applicableany, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for from any prior Payment Date and (C) third, pro rata to each Class C Lender, such Class C Lender’s ratable share of the Class C Interest Period to Distributable Amount due and payable on such Payment Date and the extent such amount has not been distributed to such Lender or Credit PartyClass C Interest Carryover Shortfall, if any, from any prior Payment Date; (iii) THIRD, during the Revolving Period, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (iv) FOURTH, during the Revolving Period, to the Principal Collection Account for application by the Borrower to purchase additional Loans (or to fund additional Dealer Loan Contracts allocated to the Open Pool of Dealer Loan Contracts securing a Dealer Loan) from the Originator, the amount needed to cause (1) the Collateral Amount to at least equal the Required Collateral Amount, and if the Required Collateral Amount cannot be reached due to an insufficient amount of Loans for purchase by the Borrower, the amount needed to cause the Adjusted Collateral Amount to at least equal the Required Collateral Amount and (2) the Forecasted Collections to at least equal the Required Forecasted Collections Amount, and if the Required Forecasted Collections Amount cannot be reached due to an insufficient amount of Loans for purchase by the Borrower, the amount needed to cause the Adjusted Forecasted Collections to at least equal the Required Forecasted Collections Amount; (v) FIFTH, during the Amortization Period, the following amounts to be applied sequentially (A) first, pro rata to each Class A Lender, such Class A Lender’s ratable share of the Class A Principal Distributable Amount until the Class A Loan Balance has been reduced to zero, (B) second, pro rata to each Class B Lender, such Class B Lender’s ratable share of the Class B Principal Distributable Amount until the Class B Loan Balance has been reduced to zero and (C) third, as set forth pro rata to each Class C Lender, such Class C Lender’s ratable share of the Class C Principal Distributable Amount until the Class C Loan Balance has been reduced to zero; (vi) SIXTH, pari passu, (A) the following amounts to be applied sequentially (1) first, pro rata to each Class A Lender, such Class A Lender’s ratable share of the sum of any accrued and unpaid Increased Costs, Additional Amounts and Indemnified Amounts due and owing to such Class A Lender in respect of such Payment Date and any such amounts from any prior Payment Date, (2) second, pro rata to each Class B Lender, such Class B Lender’s ratable share of the sum of any accrued and unpaid Increased Costs, Additional Amounts and Indemnified Amounts due and owing to such Class B Lender in respect of such Payment Date and any such amounts from any prior Payment Date, and (3) third, pro rata to each Class C Lender, such Class C Lender’s ratable share of the sum of any accrued and unpaid Increased Costs, Additional Amounts and Indemnified Amounts due and owing to such Class C Lender in respect of such Payment Date and any such amounts from any prior Payment Date; (B) to the Backup Servicer, any amounts owed to the Backup Servicer to the extent not paid pursuant to clause (xi)(C) above due to the Capped Backup Servicer and Collateral Agent Expenses; and (C) to the Collateral Agent, any amounts owed to the Collateral Agent to the extent not paid pursuant to clause (i)(D) above due to the Capped Backup Servicer and Collateral Agent Expenses; (vii) SEVENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than the Aggregate Term Loan Balance) until paid in full; and (viii) EIGHTH, to the Borrower any remaining amounts. (b) If a Termination Date has occurred pursuant to Section 10.2, on each Payment Date after such Termination Date, the Collateral Agent shall (based on the information contained in the Monthly Report delivered on the related Determination Date) withdraw Available Funds and investment earnings on amounts on deposit in the Collection Account from the Collection Account and allocate and distribute such amounts to the applicable Person or account in the following order of priority: (i) FIRST, pari passu, (A) (1) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee, (2) to the Backup Servicer, so long as it has not become the Successor Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date and (3) to the Collateral Agent, accrued and unpaid Collateral Agent Fee due in respect of such Payment Date, any unpaid Collateral Agent Fee from any prior Payment Date; (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (C) to the Backup Servicer, any reasonable out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed to the Backup Servicer; and (D) to the Collateral Agent, any reasonable out-of-pocket expenses incurred by the Collateral Agent, and any accrued and unpaid Indemnified Amounts owed to the Collateral Agent; (ii) SECOND, the following amounts to be applied sequentially (A) first, pro rata to each Class A Lender, such Class A Lender’s ratable share of the Class A Interest Distributable Amount due and payable on such Payment Date and the Class A Interest Carryover Shortfall, if any, from any prior Payment Date, (B) second, pro rata to each Class A Lender, such Class A Lender’s ratable share of the Class A Principal Distributable Amount until the Class A Loan Balance has been reduced to zero, (C) third, pro rata to each Class B Lender, such Class B Lender’s ratable share of the Class B Interest Distributable Amount due and payable on such Payment Date and the Class B Interest Carryover Shortfall, if any, from any prior Payment Date, (D) fourth, pro rata to each Class B Lender, such Class B Lender’s ratable share of the Class B Principal Distributable Amount until the Class B Loan Balance has been reduced to zero, (E) fifth, to each Class C Lender, such Class C Lender’s ratable share of the Class C Interest Distributable Amount due and payable on such Payment Date and the Class C Interest Carryover Shortfall, if any, from any prior Payment Date and (F) sixth, pro rata to each Class C Lender, such Class C Lender’s ratable share of the Class C Principal Distributable Amount until the Class C Loan Balance has been reduced to zero; (iii) THIRD, the following amounts to be applied sequentially (A) first, pro rata to each Class A Lender, such Class A Lender’s ratable share of the sum of any accrued and unpaid Increased Costs, Additional Amounts and Indemnified Amounts due and owing to such Class A Lender in respect of such Payment Date and any such amounts from any prior Payment Date, (B) second, pro rata to each Class B Lender, such Class B Lender’s ratable share of the sum of any accrued and unpaid Increased Costs, Additional Amounts and Indemnified Amounts due and owing to such Class B Lender in respect of such Payment Date and any such amounts from any prior Payment Date, and (C) third, pro rata to each Class C Lender, such Class C Lender’s ratable share of the sum of any accrued and unpaid Increased Costs, Additional Amounts and Indemnified Amounts due and owing to such Class C Lender in respect of such Payment Date and any such amounts from any prior Payment Date; (iv) FOURTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids until paid in full; and (v) FIFTH, to the Borrower any remaining amounts. (c) (i) If on any Payment Date there are not sufficient Available Funds to pay all amounts required to be paid pursuant to Section 2.7(a)(ii), the Collateral Agent shall (ybased on the information contained in the Monthly Report delivered on the related Determination Date) or withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (zsuch withdrawal, a “Reserve Advance”) below, as applicable:and deposit such amount to the Collection Account.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative AgentAgent at any time that an Event of Default shall have occurred and be continuing, segregate in a separate account approved designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower Borrowers or received in any Lock-Box Box, Mail-Box, Approved Account or Lock-Box Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower Borrowers from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower Borrowers on such date in accordance with the terms of the applicable Purchase and Sale Agreement or (ii) amounts owing by the Borrower Borrowers to the Originators under the Subordinated Notes any Intercompany Loan Agreement (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (a) The On each Payment Date and on the Maturity Date, the Collateral Agent shall withdraw Available Funds and any Excess Reserve Amount and Servicer shall set aside and hold in trust for the benefit of the Secured Parties Advances (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application to be applied in accordance with Section 2.7(c)) and investment earnings on amounts on deposit in the priority of payments set forth below, all Collections on Pool Receivables that are received by Collection Account from the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on Collection Account and allocate and distribute such date, the Servicer may release amounts to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections applicable Person in the following order of priority: (i) firstFIRST, to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicable, the amount exclusive of Servicing Fees payable for termination payments) unpaid from any prior Interest Period to the extent such amount has not been distributed to the Servicer);Payment Date. (ii) secondSECOND, to each Lender and other Credit Party (ratablythe Servicer, based on the an amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due equal to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit PartyUnreimbursed Servicer Advances; (iii) thirdTHIRD, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (iv) FOURTH, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (v) FIFTH, to the Deal Agent for the account of the Lenders, an amount equal to the sum of any accrued and unpaid (A) Yield and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (vi) SIXTH, during the Revolving Period, to the Deal Agent for the account of the Lenders, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vii) SEVENTH, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) EIGHTH, during the Amortization Period, to the Deal Agent for the account of the Lenders, pro rata, the Additional Principal Payment Amount, until Capital has been reduced to zero; (ix) NINTH, to the Deal Agent for the account of the Lenders and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause THIRD above) due in respect of such Payment Date and unpaid from any prior Payment Date; (x) TENTH, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (xi) ELEVENTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause FOURTH above and any such Servicing Fee unpaid from any prior Payment Date; (xii) TWELFTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xiii) THIRTEENTH, to the Borrower any remaining amounts. (i) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Collateral Agent shall, upon two Business Days’ prior written request of the Borrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Collateral Agent shall distribute such amount to the Deal Agent for the account of the Lenders, to be distributed by the Deal Agent to the Lenders, pro rata, as set forth a payment in clause reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Collateral Agent shall not be required to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (xwhich shall include electronic transmission) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such payment, will be greater than the amount needed to make the payments required pursuant to Section 2.7(a)(i) through (xii). Any such prepayment of principal shall include all accrued and unpaid Yield and any applicable Breakage Costs relating thereto. (ii) No more often than two (2) times per calendar month, the Borrower may, upon two Business Days’ prior written notice (ysuch notice to be received by the Deal Agent no later than 4:00 p.m. (New York time) or on such day) to the Deal Agent, reduce the Capital by remitting to the Deal Agent: (zi) belowcash and (ii) instructions to reduce such Capital, as applicable:related accrued Yield and Breakage Costs. Such cash shall be remitted to the Deal Agent for the account of the Lenders, to be distributed by the Deal Agent to the Lenders, pro-rata. Any such reduction of the Capital shall be in a minimum amount of $500,000 and will occur only if sufficient funds have been remitted to pay all such amounts in the succeeding sentence in full. Upon receipt of such amounts, the Deal Agent shall apply such amounts first to the pro-rata reduction of the Capital, second to the payment of related accrued Yield on the amount of the Yield to be repaid by paying such amounts to the respective Lenders, and third to the payment of any Breakage Costs. Any notice relating to any prepayment pursuant to this Section 2.7(b)(ii) shall be irrevocable. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(v) and (vi) is insufficient to cover all amounts due thereunder on such Payment Date the Collateral Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Collateral Agent shall pay such amount to the Deal Agent for payment to the Lenders.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent As set forth in Section 6.03 are satisfied the Monthly Report, on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Payment Date, the Borrower (or the Servicer (oron its behalf), or following its assumption of exclusive control of the Lock-Box AccountsCollection Account, the Administrative Collateral Agent) shall, shall withdraw Available Funds and any Excess Reserve Amount and investment earnings on amounts on deposit in the Collection Account from the Collection Account and allocate and distribute such Collections amounts to the applicable Person or account in the following order of priority: (i) firstFIRST, pari passu (A) to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicableexclusive of termination payments) unpaid from any prior Payment Date and (B) to each Account Bank, the amount of Servicing Fees any fees, costs or expenses payable for any prior Interest Period to such Account Bank by the Borrower in connection with maintaining the related Controlled Account pursuant to the terms of the applicable Control Agreement to the extent such amount Account Bank has not been distributed to previously debited or otherwise paid itself such fees, costs or expenses from the Servicer)related Controlled Account in accordance with the applicable Control Agreement; (ii) secondSECOND, pari passu (A) to each Lender and other Credit Party (ratablythe Servicer, based on the an amount then due and owing), all equal to any accrued and unpaid Interest, Fees and Breakage Servicing Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments)Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, plushowever, if applicablethe Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; and (C) to the Backup Servicer, so long as it has not become the Successor Servicer hereunder, an amount of equal to any such Interest, Fees accrued and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 unpaid Backup Servicing Fee due in respect of such payments) payable for Payment Date, any unpaid Backup Servicing Fee from any prior Interest Period Payment Date, any reasonable and documented out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to the extent Backup Servicer up to $17,000 monthly (provided, however, that no such amount has not been distributed to such Lender or Credit Partymonthly limit shall exist if a Servicer Termination Event shall have occurred and be continuing); (iii) thirdTHIRD, as set forth to the Lenders, pro rata, an amount equal to the sum of any accrued and unpaid (A) Interest (after giving effect to any Interest True-Up Amounts for such Payment Date in clause accordance with Section 2.4(b)) and (B) Yield; (iv) FOURTH, pari passu (A) either (x)) during the Revolving Period, to the Principal Collection Account for application by the Borrower to purchase additional Loans (or to fund additional Dealer Loan Contracts allocated to the Open Pool of Dealer Loan Contracts securing a Dealer Loan) from the Originator, the amount needed to cause (I) the Collateral Amount to equal or exceed the Minimum Collateral Amount and (II) the Forecasted Collections to equal or exceed the Minimum Forecasted Collections Amount, and if the Minimum Collateral Amount cannot be reached due to an insufficient amount of Loans for purchase by the Borrower, the amount needed to cause (1) the Adjusted Collateral Amount to equal or exceed the Minimum Collateral Amount and (2) the Adjusted Forecasted Collections to equal or exceed the Minimum Forecasted Collections Amount; or (y) during the Amortization Period, to the Lenders, pro rata, the Principal Distributable Amount, until Capital has been reduced to zero, and (B) to the Hedge Counterparty, an amount equal to any accrued and unpaid Hedge Costs constituting termination payments (including any such amounts unpaid from any prior Payment Date); (v) FIFTH, to any Successor Servicer, an amount equal to Reliening Expenses; (vi) SIXTH, to the Lenders, pro rata, an amount equal to the sum of any Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (vii) SEVENTH, to the Lenders, pro rata based upon the portion of such amounts owed to each such party, any Indemnified Amounts; (viii) EIGHTH, during the Revolving Period, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (ix) NINTH, pari passu, (A) to the Backup Servicer, any amounts owed to the Backup Servicer, to the extent not paid pursuant to clauses (ii)(A) and (C) due to the cap specified in each such clause and (B) to the Collateral Agent, any accrued fees, reasonable out-of-pocket expenses or Indemnified Amounts; (zx) belowTENTH, as applicable:to the Lenders for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; and (xi) ELEVENTH, to the Borrower any remaining amounts. (b) (i) If on any Payment Date the amounts paid pursuant to Section 2.7(a)(iii) and (vi) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or the Servicer on its behalf), or following its assumption of exclusive control of the Reserve Account, the Collateral Agent, shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or the Servicer on its behalf), or following its assumption of exclusive control of the Reserve Account, the Collateral Agent, shall pay such amount to the Lenders.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release Prior to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower Collateralization Date, on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Payment Date, the Servicer shall pay (oror shall instruct the Qualified Institution then holding the ABS Collateral Account to pay) to the following Persons, following its assumption from the ABS Collateral Account to the extent of control Available Funds on deposit therein, and the Borrower shall pay, after application of the Lock-Box Accountssuch Available Funds, the Administrative Agent) shall, distribute such Collections all remaining amounts set forth below in the following order of priority: (i) firstFirst, to the Servicer, in an amount equal to any Unreimbursed Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer)Advances; (ii) secondSecond, to each Lender and other Credit Party (ratablythe Servicer, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit PartyServicing Fee; (iii) thirdThird, as set forth if a Collateral Custodian is appointed and, to the extent not paid for by Santander Consumer, to such Collateral Custodian, in clause an amount equal to any accrued and unpaid Collateral Custodian Fee; (x)iv) Fourth, pro rata, to the Deal Agent for the payment, on a pari passu basis to each Lender, in an amount equal to (A) the Monthly Interest Payment Amount for such Payment Date, (yB) any unpaid Breakage Costs, (C)any accrued and unpaid Unused Facility Fees and (D) any Upfront Fees payable on such Payment Date; (v) Fifth, to any Successor Servicer, any unpaid Transition Expenses payable pursuant to Section 7.12(e); (vi) Sixth, to the Deal Agent for the ratable payment to each Lender, the Monthly Principal Payment Amount with respect to such Payment Date; and (vii) Seventh, to the Deal Agent for the ratable payment to the appropriate entities in an amount equal to all other Aggregate Unpaids (other than the Loans Outstanding) then due to the Secured Parties, the Deal Agent, the Affected Parties or the Indemnified Parties for the payment thereof; and (zviii) belowEighth, as applicableany remaining amount shall be distributed to the Borrower. (b) On or after the Collateralization Date, on each Payment Date, the Servicer shall pay (or shall instruct the Qualified Institution then holding the Collection Account to pay) to the following Persons, from the Collection Account to the extent of Available Funds, the following amounts in the following order of priority: (i) First, to the Servicer, in an amount equal to any Unreimbursed Servicer Advances; (ii) Second, to the Servicer, the accrued and unpaid Servicing Fee; (iii) Third, if a Collateral Custodian is appointed and, to the extent not paid for by Santander Consumer, to the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fee; (iv) Fourth, pro rata, to the Deal Agent for the payment, on a pari passu basis to each Lender, in an amount equal to (A) the Monthly Interest Payment Amount for such Payment Date, (B) any unpaid Breakage Costs, (C) any accrued and unpaid Unused Facility Fees and (D) any Upfront Fees payable on such Payment Date; (v) Fifth, to any Successor Servicer, any unpaid Transition Expenses payable pursuant to Section 7.12(e); (vi) Sixth, to the Deal Agent for the ratable payment to each Lender, the Monthly Principal Payment Amount with respect to such Payment Date; (vii) Seventh, to the Deal Agent for the ratable payment to the appropriate entities in an amount equal to all other Aggregate Unpaids (other than the Loans Outstanding) then due to the Secured Parties, the Deal Agent, the Affected Parties or the Indemnified Parties, for the payment thereof; and (viii) Eighth, any remaining amount shall be distributed to the Borrower.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Payment Date, the Servicer (orshall instruct the Paying Agent to pay to the following Persons, from the Collection Account to the extent of Available Funds the following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections amounts in the following order of priority, as set forth in the Monthly Report: (i) first, to the Servicer for the payment of Servicer, the accrued and unpaid Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer)Fee; (ii) second, pro rata (A) to each Lender and other Credit Party (ratablythe Backup Servicer, based on the amount then due and owing)Backup Servicing Fee for the related Collection Period, together with all accrued and unpaid Interestcosts, Fees expenses and Breakage Fees indemnities then due and payable to the Backup Servicer; provided, that such Lender costs, expenses and other Credit Party indemnities shall not exceed $50,000 in the aggregate during any calendar year prior to the occurrence of the Termination Event, or $250,000 in the aggregate during any calendar year during the continuation of a Termination Event; (B) to the Collateral Custodian, the Collateral Custodian Fee for the immediately preceding Interest Period related Collection Period, together with all accrued and unpaid costs, expenses and indemnities then due and payable to the Collateral Custodian; provided, that such costs, expenses and indemnities shall not exceed $50,000 in the aggregate during any calendar year prior to the occurrence of the Termination Event, or $250,000 in the aggregate during any calendar year during the continuation of a Termination Event; (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicableC) to the Paying Agent, the amount of any such InterestPaying Agent Fee for the related Collection Period, Fees together with all accrued and Breakage Fees (including any additional amounts or indemnified amounts unpaid Paying Agent Fees, expenses and indemnities then due and payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent Paying Agent; provided, that such amount has Paying Agent Fees, expenses and indemnities shall not been distributed exceed $50,000 in the aggregate during any calendar year prior to such Lender the occurrence of the Termination Event, or Credit Party$250,000 in the aggregate during any calendar year during the continuation of a Termination Event; and (D) to any Successor Servicer, any unpaid Transition Expenses payable pursuant to Section 7.15(e); (iii) third, as set forth pro rata, (A) to the Administrative Agent for distribution to each Lender Group Agent (for the account of the Lenders in clause the related Lender Group), an amount equal to any accrued and unpaid Senior Interest and Fees and (B) to each applicable Hedge Counterparty, the net payments due under any Hedging Agreement (other than Hedge Termination Payments), if any; (iv) fourth, to each applicable Hedge Counterparty, any Senior Hedge Termination Payments due but not paid to such Hedge Counterparty; (v) fifth, to the Administrative Agent for distribution to each Lender Group Agent (for the account of the Lenders in the related Lender Group) on a pro rata basis, in an amount equal to the Monthly Principal Payment Amount, which amounts shall be applied in accordance with Section 2.07; (vi) sixth, to the Administrative Agent for distribution to each Lender Group Agent (for the account of the Lenders in the related Lender Group) in an amount equal to the Subordinated Interest and Fees; (vii) seventh, pro rata, (A) to the Reserve Account, the amount (if any) necessary to cause the Reserve Amount to be equal to the Reserve Account Required Amount and (B) to the Hedge Reserve Account, the amount (if any) necessary to cause the Hedge Account Reserve Amount to be equal to the Hedge Account Required Amount; (viii) eighth, if a Partial Expiration Event has occurred with respect to a Lender Group but the Amortization Date has not occurred, to the Administrative Agent for distribution to each applicable Lender Group Agent (for the account of the Lenders in the related Lender Group) in reduction of the portion of the Loans Outstanding held by such Lender Group, an amount equal to the product of (x), ) amounts available after giving effect to clauses (i) through (vi) above and (y) the Invested Percentage of such Lender Group as of the date of such Partial Expiration Event, until the outstanding Principal Amount of such Loan equals zero; (ix) ninth, to each applicable Hedge Counterparty, any Subordinated Hedge Termination Payments due but not paid to such Hedge Counterparty; (x) tenth, to the Administrative Agent for distribution to each Lender Group Agent (for the account of the Lenders in the related Lender Group) in an amount equal to all other Aggregate Unpaids (other than the Loans Outstanding and accrued and unpaid Senior Interest and Fees and the Subordinated Interest and Fees) then due and payable by the Borrower under this Agreement and the other Transaction Documents; (xi) eleventh, to the extent not previously paid pursuant to clause (ii) above, pro rata to the Backup Servicer, the Paying Agent and the Collateral Custodian, any fees, costs, expenses and indemnities then due and payable to the Backup Servicer, the Paying Agent or the Collateral Custodian under the Transaction Documents; (zxii) belowtwelfth, to the Administrative Agent for the ratable payment to each Lender Group Agent (for the account of the Lenders in the related Lender Group), in an amount equal to the amount of any prepayment of the Loans Outstanding pursuant to Section 2.06; and (xiii) thirteenth, so long as applicable:no Termination Event or Unmatured Termination Event has occurred, any remaining amount shall be distributed to or at the direction of the Borrower. All payments under this Section 2.08 payable to any Lender on any Payment Date shall be paid by the Administrative Agent to the related Lender Group Agent, for the account of such Lender, or as such Lender Group Agent may otherwise direct (which direction may be a standing instruction) the Administrative Agent in writing not later than the related Determination Date.

Settlement Procedures. (a) The Servicer Collections with respect to the Purchased Receivables shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested be administered by the Administrative AgentServicer, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower this Agreement. The Seller shall provide to the Originators under Servicer and the Subordinated Notes Backup Servicer on a timely basis all information needed for such administration. (b) The Servicer shall, for each day on which Collections are received by it or in any Lockbox Account, determine the allocation of such releaseCollections between Finance Charge Collections and Principal Collections with respect to Purchased Receivables. The Servicer shall not commingle with its other funds Collections received by it prior to their payment to the Purchaser and shall deposit or cause to be deposited into a Blocked Account, in accordance with SECTION 6.02(b) all Collections and other proceeds of Purchased Receivables. (c) On or prior to the third Business Day immediately preceding a “Release”)Settlement Date, the amount on deposit in any Blocked Account (including all investment income with respect to amounts on deposit in any Blocked Account) as of the last Business Day of the most recently completed calendar month, shall be allocated as follows: (i) The amount of Principal Collections with respect to Purchased Receivables shall, upon payment of such amount to the Purchaser in accordance with the terms of this SECTION 2.03, be applied to reduce the Investment in the amount of such Principal Collections so allocated and paid. The Purchaser may reinvest such Principal Collections in new Receivables PROVIDED that the conditions set forth in SECTIONS 2.02 and 3.02 have been satisfied. On each Settlement Date, Date on and after the Servicer (or, following its assumption of control of the Lock-Box AccountsFinal Maturity Date with respect to each Purchased Receivable, the Administrative AgentAgent shall draw first, upon all amounts available in the Cash Collateral Account and second, upon all amounts available under the Transaction Letter of Credit and apply the proceeds of such draws and any Excess Collections to the reduction of the Investment. Once such amounts are reduced to zero, the Administrative Agent may draw on the Policy on account of Investment. (ii) shallFinance Charge Collections with respect to Purchased Receivables, distribute such Collections all investment income with respect to amounts on deposit in the Cash Collateral Account, all Recoveries, any Withdrawal Amount, any Transaction L/C Draw and any Insurer Optional Deposit shall be allocated in the following order of priority: (iA) first, to the Servicer (if not BusLease or an Affiliate of BusLease), an amount equal to the unpaid Servicer Fee accrued through such day and not previously allocated and held (whether or not accrued during the current Settlement Period), (B) second, to the Custodian, an amount equal to the unpaid fees payable to the Custodian under the Custodial Agreement accrued through such day and not previously allocated and held (whether or not accrued during the current Settlement Period), (C) third, to the Backup Servicer, an amount equal to the unpaid Backup Servicer Fee accrued through such day and not previously allocated and held (whether or not accrued during the current Settlement Period), plus any Conversion Fee or transition expenses as defined and provided for in the Backup Servicing Agreement to the extent not paid by the Servicer as provided therein, provided, that such transition expenses shall not exceed $25,000, (D) fourth, to the Purchaser, the lesser of (i) the Yield and (ii) the Guaranteed Yield, if any, payable to the Purchaser accrued through such day and not previously allocated and held (whether or not accrued during the current Settlement Period), (E) fifth, to the Purchaser, the Usage Fee and the Commitment Fee, if any, payable to the Purchaser in accordance with the SPARC Fee Letter accrued through such day and not previously allocated and held (whether or not accrued during the current Settlement Period), (F) sixth, to the Purchaser to be applied as a reduction of the Investment, an amount equal to the Net Defaulted Amount as of the last day of the most recently completed calendar month and not previously allocated and held (whether or not such Net Defaulted Amount arose from Purchased Receivables which became Defaulted Receivables during such calendar month), (G) seventh, to FSA, an amount equal to the unreimbursed payments made under the Policy and the fees, if any, payable to FSA in accordance with the Premium Letter, in each case, accrued through such day and not previously allocated and held (whether or not accrued during the current Settlement Period), (H) eighth, to the extent the amount on deposit in the Cash Collateral Account is less than the Cash Collateral Account Requirement, to the Cash Collateral Account, an amount equal to such shortfall, (I) ninth, to the Purchaser, the remaining Yield, if any, payable to the Purchaser through such day and not previously allocated and held (whether or not accrued during the current Settlement Period), and not previously allocated pursuant to clause (D) above, (J) tenth, to the Administrative Agent, for the benefit of itself and the Purchaser, the amount of any costs, expenses or indemnities required to be paid to either of them under any Related Document which was not previously allocated and held (whether or not arising during the current Settlement Period), (K) eleventh, to FSA, the amount of any costs, expenses or indemnities required to be paid to FSA either of them under any Related Document which was not previously allocated and held (whether or not arising during the current Settlement Period), and (L) twelfth, if BusLease or an Affiliate of BusLease is the Servicer, to the payment of the Servicer Fee accrued through such day and not previously so allocated and held (whether or not accrued during the current Settlement Period). Subject to paragraph (e) below, the excess of the Finance Charge Collections with respect to Purchased Receivables, Recoveries, income with respect to amounts on deposit in the Cash Collateral Account and the Blocked Accounts and any Insurer Optional Deposit over the aggregate amount required to be allocated to the payments described in clauses (A) through (L) (d) On each Settlement Date, based upon the Settlement Worksheet contained in the Monthly Report provided by the Servicer not later than 10:00 a.m. New York time on the Report Delivery Date in a form reasonably acceptable to the Backup Servicer (and subject to the Backup Servicer's obligations pursuant to the Backup Servicing Fees payable for Agreement to verify certain balances in the immediately preceding Interest Period (plusSummary and Settlement Report Worksheets contained in the Monthly Report), the Backup Servicer shall pay to the Custodian, the Administration Agent, the Purchaser, FSA, the Servicer, if applicable, the amount of Servicing Fees payable Backup Servicer and the Seller, the amounts held for any prior Interest Period the account of, the Custodian, the Administration Agent, the Purchaser, FSA, the Servicer, if applicable, the Backup Servicer and the Seller, respectively, pursuant to SECTION 2.03(c) above, in each case to the extent that such payment has not previously been made by wire transfer pursuant to the payment instructions provided to the Backup Servicer prior to such Settlement Date. Two Business Days prior to each Settlement Date, the Backup Servicer shall determine the amount (the "SHORTFALL"), if any, by which (1) the sum of the amounts required to be paid pursuant to clauses (A) through (L) of paragraph (ii) of SECTION 2.03(c) on such Settlement Date exceeds (2) the amount on deposit in the Blocked Account as of the last Business Day of the most recently completed calendar month. In the event of any Shortfall, the Backup Servicer shall make a withdrawal from the Cash Collateral Account in the amount of such Shortfall (up to the amount on deposit in the Cash Collateral Account on such date) (such amount has the "WITHDRAWAL AMOUNT"). In the event that the result of the Shortfall less the Withdrawal Amount is greater than zero, the Backup Servicer shall, one Business Day prior to such Settlement Date, make a Transaction L/C Draw in the amount of such excess (up to the Available L/C Amount on such date). The Backup Servicer shall pay to itself, the Administrative Agent, the Servicer, the Custodian, FSA and the Purchaser from the Withdrawal Amount and any Transaction L/C Draw the unpaid amounts described in clauses (A) through (L) of paragraph (ii) of SECTION 2.03(c) in the order of priority set forth therein on the Business Day of receipt of funds from such Transaction L/C draw or, if such funds are received after 2:00 p.m., New York City time, on any Business Day, on the Business Day following the receipt of such funds, irrespective of whether such Business Day is after the Settlement Date.. In the event that the result of the Shortfall less the Withdrawal Amount less the amount of the Transaction L/C Draw is greater than zero and all amounts due under 2.03(c)(ii)(D) have not been distributed paid (such unpaid amount the "DEFICIENCY AMOUNT"), the Administrative Agent shall on such Settlement Date, make a draw under the Policy in the amount of the Deficiency Amount, which on each Settlement Date shall not exceed the Guaranteed Yield, and the Administrative Agent shall allocate the proceeds of such draw in accordance with SECTION 6.07 of this Agreement. (e) Following the occurrence and continuance of a Servicer Termination Event or the termination of this Agreement in accordance with Section 2.01(b) as a result of FSA not consenting to an extension of the Facility Termination Date, all amounts in respect of Excess Collections shall be allocated and applied to reduce the Investment. (f) At such time as the Investment is reduced to zero and all amounts of the Purchaser's Yield and other amounts owing to the Servicer)Purchaser and FSA have been paid in full, the ownership interest of the Purchaser in respect of the Purchased Receivables shall be reconveyed to the Seller, and the Purchaser shall deliver to the Seller all instruments and documents relating thereto, all Records, and all residual interests thereto; PROVIDED, HOWEVER, that if any Collections received by the Purchaser must be returned or rescinded for any reason, such amount shall be deemed to have never been received by the Purchaser and the Purchaser's interest in the Purchased Receivables shall continue. In addition, upon the payment or other satisfaction in full of any Purchased Receivable by or on behalf of an Obligor, the Purchaser shall take such actions as the Seller shall reasonably request to evidence the termination of the Purchaser's ownership rights in such Purchased Receivable. (g) For the purposes of this SECTION 2.03: (i) if on any day the outstanding principal amount of any Receivable, the amount of any Scheduled Contract Payment, or any accrued and unpaid Finance Charges with respect to, any Purchased Receivable is reduced or adjusted by the Seller or the Servicer as a result of any defective or rejected Vehicles or otherwise, or any setoff by any Obligor against the Seller or BusLease shall occur with respect thereto, the Servicer shall be deemed to have received on such day a Collection of such Purchased Receivable in the amount of such reduction, adjustment or setoff and shall on such day deposit, or cause to be deposited, in a Blocked Account an amount equal to such reduction, adjustment or setoff; (ii) second, to each Lender and other Credit Party if on any day either (ratably, based on w) any of the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period representations or warranties contained in (including any additional amounts A) SECTION 4.01(q) are no longer true or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such paymentsB) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (xSECTION 4.01(x), (y) or (zff) belowwere not true when made, with respect to any Purchased Receivable, (x) the Seller or the Servicer shall fail to perform or observe any term, covenant or agreement contained in SECTION 5.02(l) or SECTION 5.03(a) or (y) the Seller or the Servicer shall extend, amend or otherwise modify the terms of any Purchased Receivable (except in connection with a Permitted Restructuring), or amend, modify or waive the terms or conditions of the Contract under which such Purchased Receivable arises (except in connection with a Permitted Restructuring), the Servicer shall be deemed to have received on such day a Collection in an amount equal to the Outstanding Balance of such Purchased Receivable in full and shall on such day deposit, or cause to be deposited, in a Blocked Account an amount equal to such Outstanding Balance; (iii) if on any day any of the representations or warranties contained in SECTION 4.01(n), (o), (r), (s), (v) or (cc) are no longer true with respect to any Purchased Receivable, the Seller may, in its discretion, repurchase such Purchased Receivable on such day for a purchase price in an amount equal to the Outstanding Balance of such Purchased Receivable, which purchase price shall be deposited on such day in a Blocked Account by the Seller; and (iv) if and to the extent the Purchaser shall be required for any reason (other than as applicable:a result of a bankruptcy of an Obligor) to pay over to an Obligor any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Purchaser shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (h) Notwithstanding any provision of this Agreement to the contrary, the Seller shall be absolutely and unconditionally obligated to pay to the Purchaser the amount of the Investment, the Yield and all fees payable to the Purchaser under this Agreement.

Settlement Procedures. (a) The Servicer On each Payment Date, the Borrower (or at all times after the occurrence and continuance of a Termination Event, the Collateral Agent) shall set aside withdraw Available Funds and hold in trust for the benefit of the Secured Parties any Excess Reserve Amount (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application to be applied in accordance with Section 2.6(c)) and investment earnings on amounts on deposit in the priority of payments set forth below, all Collections on Pool Receivables that are received by Collection Account from the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on Collection Account and allocate and distribute such date, the Servicer may release amounts to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections applicable Person in the following order of priority: (i) firstFIRST, to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicable, the amount exclusive of Servicing Fees payable for termination payments) unpaid from any prior Interest Period to the extent such amount has not been distributed to the Servicer)Payment Date; (ii) secondSECOND, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party[Reserved]; (iii) thirdTHIRD, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out‑of‑pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to ▇▇▇▇▇ Fargo up to $17,000, monthly; (iv) FOURTH, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (v) FIFTH, to the Lenders, ratably, an amount equal to the sum of any accrued and unpaid (A) Interest and Breakage Costs, (B) Program Fee, and (C) Unused Fee due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (vi) SIXTH, during the Revolving Period, to the Lenders, ratably (based on the outstanding principal amount of the Revolving Loans of each Lender), an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vii) SEVENTH, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) EIGHTH, during the Amortization Period, to the Lenders, ratably (based on the outstanding principal amount of the Revolving Loans of each Lender), the Additional Principal Payment Amount, until the Aggregate Loan Amount has been reduced to zero; (ix) NINTH, ratably to the Lenders and the Backup Servicer, an amount equal to Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause THIRD above) due in respect of such Payment Date and unpaid from any prior Payment Date; (x) TENTH, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (xi) ELEVENTH, to the Backup Servicer, if it has become the Successor Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause FOURTH above and any such Servicing Fee unpaid from any prior Payment Date; (xii) TWELFTH, to any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than the Aggregate Loan Amount) until paid in full; and (xiii) THIRTEENTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower may, upon two Business Days’ prior written notice to the Deal Agent and the Lenders, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower shall distribute such amount ratably to the Lenders, as set forth a payment in clause reduction of the portion of the Aggregate Loan Amount funded or maintained by each such Lender. Notwithstanding anything in this Section 2.6(b) to the contrary, the Borrower shall not be required to effect any such withdrawal or make any such distribution until an officer of the Servicer or a representative of the Servicer designated by an officer of the Servicer has certified to the Borrower, the Collateral Agent, the Deal Agent and the Lenders in writing (xwhich shall include electronic transmission) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such payment, will be greater than the amount needed to make the payments required pursuant to Section 2.6(a)(i) through (xii). (c) (i) If on any Payment Date the amount paid pursuant to Section 2.6(a)(v) and (vi) is insufficient to cover all amounts due thereunder on such Payment Date, the Borrower (y) or (z) belowthe Collateral Agent, as applicable:) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or the Collateral Agent, as applicable) shall pay such amount ratably to the Lenders. (ii) If on any Payment Date during the Amortization Period, the amount paid pursuant to Section 2.6(a)(viii) is insufficient to reduce the Aggregate Loan Amount to zero, the Deal Agent (acting at the direction, or with the consent, of the Required Lenders acting in their respective sole discretion), may direct the Collateral Agent to withdraw any or all of the amount on deposit in the Reserve Account, and pay such amount ratably to the Lenders.

Settlement Procedures. (i) Daily Funding Lender will from time to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) The Servicer shall set aside on at least one Business Day during each seven calendar-day period, (b) on each date on which payment of interest on any Revolving Loans is required to be made pursuant to subsection 2.2C, (c) on the applicable Revolving Loan Commitment Termination Date, and hold (d) at such other times as Daily Funding Lender in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer its discretion may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes determine (each such release, notice by Daily Funding Lender being a “Release”). On "Settlement Notice" and the date of each Settlement Notice being a "Settlement Date, the Servicer (or, following its assumption of control ") of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order aggregate principal amount of priority: (i) first, to the Servicer for the payment outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the accrued Servicing Fees payable for close of business on the Business Day immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer);applicable Settlement Date. (ii) secondIf a Settlement Notice indicates that the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender (including Revolving Loans made for its own account pursuant to subsection 2.1C(ii)) is in excess of Daily Funding Lender's applicable Pro Rata Share of the aggregate principal amount of outstanding Revolving A Loans or Revolving B Loans made by all Revolving A Lenders or Revolving B Lenders, to respectively (the amount of such excess being the "Excess Funded Amount"), each such other Lender and other Credit Party will, not later than 4:00 P.M. (ratably, based New York time) on the applicable Settlement Date, pay to Daily Funding Lender, by depositing same day funds in the account specified by Daily Funding Lender at the Funding and Payment Office, an amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due equal to such Lender's Adjusted Pro Rata Share of such Excess Funded Amount, upon which payment Daily Funding Lender shall be deemed to have sold, and other Credit Party such Lender shall be deemed to have purchased, as of the applicable Settlement Date, a portion of the outstanding Revolving A Loans or Revolving B Loans made by Daily Funding Lender for its own account pursuant to subsection 2.1C(ii) on or after the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect Settlement Date equal to such Lender's Adjusted Pro Rata Share of such payments), plus, if applicable, the amount Excess Funded Amount. The obligation of each Lender to purchase a portion of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 Revolving Loan made by Daily Funding Lender as provided in respect of such paymentsthis subsection 2.1D(ii) payable for any prior Interest Period is subject to the extent condition that at the time such amount has not Revolving Loan was made by Daily Funding Lender (a) the duly authorized officer of Daily Funding Lender responsible for the administration of Daily Funding Lender's credit relationship with Borrowers believed in good faith that either (X) no Event of Default had occurred and was continuing or (Y) any Event of Default that had occurred and was continuing had been distributed to waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender or Credit Party;Discretionary Period was in effect. (iii) thirdIf a Settlement Notice indicates that the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender's applicable Pro Rata Share of the aggregate principal amount of outstanding Revolving A Loans or Revolving B Loans made by all Revolving A Lenders or Revolving B Lenders, respectively (the amount of such difference being the "Excess Paydown Amount"), Daily Funding Lender will, no later than 4:00 P.M. (New York time) on the applicable Settlement Date, unconditionally pay to each other such Lender, by depositing same day funds in the account specified by such Lender to Daily Funding Lender, in an amount equal to such Lender's Adjusted Pro Rata Share of such Excess Paydown Amount, upon which payment such Lender shall be deemed to have sold, and Daily Funding Lender shall be deemed to have purchased, as set forth of the applicable Settlement Date, a portion of the outstanding Revolving A Loans or Revolving B Loans of such Lender equal to such Lender's Adjusted Pro Rata Share of such Excess Paydown Amount. (iv) Except as provided in clause (xsubsection 2.1D(ii), the obligations of Daily Funding Lender and each other Lender pursuant to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (ya) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Agent, any other Lender, any Loan Party or any other Person for any reason whatsoever; (b) the occurrence or continuance of an Event of Default or a Potential Event of Default; (c) any adverse change in the condition (financial or otherwise) of any Loan Party; (d) any breach of this Agreement by Borrowers, Agent or any Lender; or (ze) belowany other circumstance, as applicable:happening, or event whatsoever, whether or not similar to any of the foregoing. In the event that any Person (the "Payor") obligated to make a payment to any other Person (the "Payee") pursuant to this subsection 2.1D fails to make available to the Payee the amount of such payment required to be made by the Payor, the Payee shall be entitled to recover such amount on demand from the Payor together with interest at the customary rate set by Agent for the correction of errors among Lenders for three Business Days and thereafter at the Base Rate. (v) In the event that all or any portion of any repayment of principal of the Revolving Loans is thereafter recovered by or on behalf of Borrowers from Daily Funding Lender (including any such recovery in a proceeding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect) in an amount that is proportionately greater (based on the respective applicable Pro Rata Shares of Lenders) than any such recovery from the other Lenders, the loss of the amount so recovered shall be ratably shared among all applicable Lenders in the manner contemplated by subsection 10.5.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (orOn each Payment Date, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each no Event of Default has occurred and is continuing, the InvestmentCollateral Manager shall direct the Collateral Custodian (which direction shall be deemed given upon receipt by the Collateral Custodian of the conditions precedent related Reporting Date Report), who shall direct the Account Bank, to pay pursuant to the latest Reporting Date Report (and the Collateral Custodian shall direct the Account Bank to make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in Section 6.03 are satisfied on such dateReporting Date Report) to the following Persons, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) following amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (1) to the Collateral Custodian, the Document Custodian, and the Account Bank pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; (2) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs); (3) to the InvestmentCollateral Manager (including, for avoidance of doubt, the Replacement Servicer, if applicable), first, to pay any accrued and unpaid InvestmentCollateral Management Fees and, second, to pay all documented fees and expenses of the InvestmentCollateral Manager (including, without limitation, reasonable attorney’s fees, costs and expenses) in an aggregate amount with respect to such documented fees and expenses in any rolling 12-month period not greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $250,000; provided that so long as CM Investment Partners LLC is InvestmentCollateral Manager, such fee shall be waived until such time as IM directs the Custodian otherwise; (4) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents, including, for the avoidance of doubt, any accrued and unpaid fees, expenses and indemnities of Administrative Agent and unpaid Administrative Expenses; (5) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs; (6) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement; (7) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to, if the Facility Amount has been terminated in whole pursuant to Section 2.3(c), the Advances Outstanding; (8) [Reserved]; (9) to the Administrative Agent to be distributed pro rata to each Lender, if a Borrowing Base Deficiency exists, an amount necessary to reduce the Borrowing Base Deficiency to zero, pro rata in accordance with the amount of Advances Outstanding hereunder; (10) (a) during the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause all amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (b) after the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (11) first, to be distributed to the Servicer for Collateral Custodian, Document Custodian and Account Bank, any accrued and unpaid Collateral Custodian Fees not paid pursuant to Section 2.7(a)(1), and second, to the payment Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, and the Indemnified Parties, or the Secured Parties, as applicable, all other amounts then due and owing, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, Increased Costs, Taxes, indemnities, but other than the principal of Advances Outstanding, then due under this Agreement; and (12) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments. (b) On each Payment Date, so long as no Event of Default has occurred and is continuing, the InvestmentCollateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the accrued Servicing Fees payable for related Reporting Date Report) the immediately preceding Interest Period Collateral Custodian, who shall direct the Account Bank, to pay pursuant to the latest Reporting Date Report (plus, if applicable, and the amount of Servicing Fees payable for any prior Interest Period Collateral Custodian shall direct the Account Bank to make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such amount has not been distributed Reporting Date Report) to the Servicerfollowing Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a), to the Collateral Custodian, the Document Custodian and the Account Bank, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; (2) to the extent not paid pursuant to Section 2.7(a), to the Hedge Counterparty, the aggregate net unpaid amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs); (ii3) to the extent not paid pursuant to Section 2.7(a), to the InvestmentCollateral Manager, in an amount equal to any accrued and unpaid InvestmentCollateral Management Fees; (4) to the extent not paid pursuant to Section 2.7(a), to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents, including, for the avoidance of doubt, any accrued and unpaid fees, expenses and indemnities of Administrative Agent and unpaid Administrative Expenses; (5) to the extent not paid pursuant to Section 2.7(a), to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such ▇▇▇▇▇▇, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs; (6) to the extent not paid pursuant to Section 2.7(a), to the Hedge Counterparty, any other unpaid amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement; (7) to the extent not paid pursuant to Section 2.7(a), to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to if the Facility Amount has been terminated in whole pursuant to Section 2.3(c), the Advances Outstanding; (8) [Reserved]; (9) (x) during the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause all amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (y) after the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (10) (a) during the Revolving Period, to the extent not paid pursuant to Section 2.7(a), to the Administrative Agent to be distributed pro rata to each Lender, if a Borrowing Base Deficiency exists, an amount necessary to reduce the Borrowing Base Deficiency to zero, pro rata in accordance with the amount of Advances Outstanding hereunder and (b) after the end of the Revolving Period, to the Lenders to pay the Advances Outstanding; (11) to the extent not paid pursuant to Section 2.7(a), first, to be distributed to the Collateral Custodian, Document Custodian and Account Bank, any accrued and unpaid Collateral Custodian Fees, and second, to each Lender the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, and other Credit Party (ratablythe Indemnified Parties, based on or the amount then due and owing)Secured Parties, all other amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid Interestunder the Fee Letter, Fees any Increased Costs, Taxes, indemnities and Breakage Fees fees or expenses of counsel, but other than the principal of Advances Outstanding, then due under this Agreement; and (12) any remaining amounts shall be distributed to such Lender and other Credit Party for the immediately preceding Interest Period (including Borrower or any additional nominee thereof, which amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments)may be used by the Borrower to make Restricted Payments, plusprovided, if applicable, that ▇▇▇▇▇▇▇▇ shall first reimburse the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable InvestmentCollateral Manager for any prior Interest Period unreimbursed amounts paid by the InvestmentCollateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:otherwise reimbursed hereunder.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as On each of the conditions precedent set forth in Section 6.03 are satisfied on such datePayment Date, the Servicer may release shall pay to the Borrower following Persons, from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by Interest Collection Account, to the Borrower on such date in accordance with the terms extent of the Purchase and Sale Agreement or available funds, (ii) Servicer Advances, and (iii) amounts owing by received in respect of any Hedge Agreement during such Collection Period (the Borrower to sum of such amounts described in clauses (i), (ii) and (iii) being the Originators under "Available Collections") the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections amounts in the --------------------- following order of priority: (i) firstFIRST, to each Hedge Counterparty, any amounts, including any ----- Hedge Breakage Costs, owing under the Servicer related Hedge Agreement in respect of any Hedge Transaction, for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer)thereof; (ii) secondSECOND, to each Lender and other Credit Party (ratablythe Servicer, based on the in an amount then due and owing), all equal to its accrued and ------ unpaid Interest, Servicing Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Partyend of the preceding Collection Period; (iii) thirdTHIRD, to the Servicer, in an amount equal to any Unreimbursed ----- Servicer Advances; (iv) FOURTH, to the Back-up Servicer, in amount equal to any accrued ------ and unpaid currently due Back-up Servicing Fee, for the payment thereof; (v) FIFTH, to the Deal Agent for the ratable payment to each Lender, ----- in an amount equal to any accrued and unpaid Interest for such Payment Date; (vi) SIXTH, to the Deal Agent for the ratable payment to each ----- Lender, in an amount equal to any accrued and unpaid Facility Fee and the Program Fee for such Payment Date; (vii) SEVENTH, to the Deal Agent, in the amount of unpaid Increased ------- Costs and/or Taxes (if any), for payment to the Lenders in respect thereof; and (viii) NINTH, (A) if such Payment Date occurs during the Revolving ----- Period, first to the Excess Spread Account, in an amount necessary to cure ----- any Overcollateralization Shortfall on such day, and second all remaining ------ amounts of Available Collections to the Borrower; and (B) if such Payment Date occurs during the Amortization Period, to the Deal Agent for the ratable payment to each Lender in reduction, to zero, of the Advances Outstanding. (b) On each Payment Date occurring during the Revolving Period, the Borrower shall direct the Servicer, to the extent of any Principal Collections on deposit in the Principal Collection Account as of the last day of the related Collection Period, to use such funds: (i) toward the funding of additional Loans in connection with a Funding Request pursuant to Section 2.1, or (ii) to repay all or any portion of Advances Outstanding in accordance with Sections 2.3 and 2.5 hereof. On each Business Day occurring during the Amortization Period, all Principal Collections on deposit in the Principal Collection Account as of such Payment Date shall be paid to the Deal Agent for the ratable payment to each Lender in reduction, to zero, of the Advances Outstanding. (c) Notwithstanding anything to the contrary contained in this Section 2.7 or any other provision in this Agreement, if on any Business Day the Availability shall be a negative amount, then the Borrower shall remit to the Deal Agent, prior to any reinvestment of funds on deposit in the Principal Collection Account as set forth in clause (x)Section 2.7(b) and in any event no later than the close of business of the Deal Agent on the next succeeding Business Day, (y) a payment, in such amount as may be necessary to reduce Advances Outstanding to an amount such that the Availability shall be zero or (z) below, as applicable:a positive amount.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (orOn each Payment Date, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each no Event of Default has occurred and is continuing, the conditions precedent Servicer shall direct the Trustee to pay pursuant to the related quarterly Servicing Report (and, subject to Section 2.10(d) the Trustee shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in Section 6.03 are satisfied on such dateServicing Report) to the following Persons, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) following amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (1) pro rata to (i) firstthe Trustee, in an amount equal to any accrued and unpaid Trustee Fees and (ii) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; (2) to the Servicer, in an amount equal to the sum of (i) all reasonable and documented Servicer Reimbursable Expenses (not to exceed $40,000 for such Payment Date) and (ii) any accrued and unpaid Servicing Fee; (3) pro rata to each Class A Lender, in an amount equal to any accrued and unpaid Class A Interest and Class A Non-Usage Fee; (4) pro rata to each Class B Lender, in an amount equal to any accrued and unpaid Class B Interest and Class B Non-Usage Fee; (5) (i) prior to the end of the Reinvestment Period, at the Servicer’s discretion, to the Servicer for Unfunded Exposure Account, up to an amount that would cause the payment funds in the Unfunded Exposure Account to equal the aggregate of all Unfunded Exposure Equity Amounts and (ii) after the Reinvestment Period, to the Unfunded Exposure Account, up to an amount that would cause the funds in the Unfunded Exposure Account to equal the Aggregate Exposure Amount; (6) pro rata to (i) each Class A Lender, in an amount equal to any accrued Servicing and unpaid Breakage Costs, and (ii) to the Administrative Agent, any applicable Class A Lender and the Indemnified Parties with respect to the Class A Lenders, as applicable, all Fees payable for and other amounts, including, without limitation, any Increased Costs and fees or expenses of counsel, but other than the immediately preceding Interest Period principal of Advances Outstanding and any Prepayment Premium then due under this Agreement; (plus7) pro rata to each Class A Lender, if applicablea Class A Borrowing Base Deficiency exists, in an amount necessary to cure such Class A Borrowing Base Deficiency, pro rata in accordance with the amount of Servicing Fees payable for Class A Advances Outstanding hereunder; (8) pro rata to each Class B Lender, if a Class B Borrowing Base Deficiency exists, in an amount necessary to cure such Class B Borrowing Base Deficiency, pro rata in accordance with the amount of Class B Advances Outstanding hereunder, including any prior Interest Period replenishment of the Class B Minimum Reserve Amount to the extent such amount has not been distributed then required to be deducted from the Servicer)Class B Borrowing Base; (ii9) second, pro rata to each Lender and other Credit Party (ratablyClass A Lender, based on if the amount then due and owingClass A Facility Amount has been terminated in whole pursuant to Section 2.3(a), all in an amount equal to the Class A Advances Outstanding; (10) pro rata to (i) each Class B Lender, in an amount equal to any accrued and unpaid InterestBreakage Costs, and (ii) to any applicable Class B Lender and the Indemnified Parties with respect to the Class B Lenders, as applicable, all Fees and Breakage Fees other amounts, including, without limitation, any Increased Costs and fees or expenses of counsel, but other than the principal of Advances Outstanding any Prepayment Premium then due under this Agreement; (11) pro rata to such Lender and other Credit Party for each Class B Lender, if the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 Class B Facility Amount has been terminated in respect of such paymentswhole pursuant to Section 2.3(a), plusin an amount equal to the Class B Advances Outstanding; (12) to the Expense Reserve Account, if applicablein an amount equal to the Expense Reserve Account Amount; (13) pro rata to each applicable party to pay all other Administrative Expenses; and (14) so long as no Default has occurred and is continuing, any remaining amounts shall be deemed released from the Lien of the Trustee hereunder and, at the direction of the Borrower, distributed to or otherwise at the direction of the Borrower. (b) On each Payment Date, so long as no Event of Default has occurred and is continuing, the amount of any such InterestServicer shall direct the Trustee to pay pursuant to the related quarterly Servicing Report (and, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period subject to Section 2.10(d), the Trustee shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such amount has Servicing Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not been distributed paid pursuant to Sections 2.7(a)(1) through (11), to such Lender or Credit PartyPersons in such amounts in such priority; (iii2) third, as set forth in clause (xto the extent not paid pursuant to Section 2.7(a)(12), to the Expense Reserve Account, in an amount equal to the Expense Reserve Account Amount; (y3) pro rata to each Class A Lender, in an amount equal to any accrued and unpaid Prepayment Premium owing to the Class A Lenders; (4) after the end of the Reinvestment Period, pro rata to each Class A Lenders to pay the Class A Advances Outstanding; (5) pro rata to each Class B Lender, in an amount equal to any accrued and unpaid Prepayment Premium owing to the Class B Lenders; (6) after the end of the Reinvestment Period, pro rata to each Class B Lender to pay the Class B Advances Outstanding; (7) to the extent not paid pursuant to Section 2.7(a) or this Section 2.7(b), pro rata to each applicable party to pay all other Administrative Expenses; (z8) during the Reinvestment Period, at the discretion of the Servicer any remaining amounts specified shall remain in the Principal Collection Account as Principal Collections; and (9) belowso long as no Default has occurred and is continuing, as applicable:any remaining amounts shall be deemed released from the Lien of the Trustee hereunder and, at the direction of the Borrower, distributed to or otherwise at the direction of the Borrower.

Settlement Procedures. (a) The On each Payment Date, the Collateral Agent shall withdraw Available Funds and any Excess Reserve Amount and Servicer shall set aside and hold in trust for the benefit of the Secured Parties Advances (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application to be applied in accordance with Section 2.7(c)) and investment earnings on amounts on deposit in the priority of payments set forth below, all Collections on Pool Receivables that are received by Collection Account from the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on Collection Account and allocate and distribute such date, the Servicer may release amounts to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections applicable Person in the following order of priority: (i) firstFIRST, to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicable, the amount exclusive of Servicing Fees payable for termination payments) unpaid from any prior Interest Period to the extent such amount has not been distributed to the Servicer);Payment Date. (ii) secondSECOND, to each Lender and other Credit Party (ratablythe Servicer, based on the an amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due equal to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit PartyUnreimbursed Servicer Advances; (iii) thirdTHIRD, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (iv) FOURTH, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (v) FIFTH, to the Deal Agent for the account of the Lenders, an amount equal to the sum of any accrued and unpaid (A) Yield and Breakage Costs, (B) the Program Fee, and (C) the Unused Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (vi) SIXTH, during the Revolving Period, to the Deal Agent for the account of the Lenders, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vii) SEVENTH, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) EIGHTH, (i) during the Revolving Period with respect to each Dissenting Investor after the time its Commitment has been reduced to zero pursuant to Section 2.1(b)(iv), pro rata, an amount equal to its outstanding Capital until such Dissenting Investor’s Capital has been reduced to zero and (ii) during the Amortization Period, to the Deal Agent for the account of the Lenders, pro rata, the Additional Principal Payment Amount, until Capital has been reduced to zero; (ix) NINTH, to the Deal Agent for the account of the Lenders and the Backup Servicer, an amount equal to Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause THIRD above) due in respect of such Payment Date and unpaid from any prior Payment Date; (x) TENTH, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (xi) ELEVENTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause FOURTH above and any such Servicing Fee unpaid from any prior Payment Date; (xii) TWELFTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xiii) THIRTEENTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Collateral Agent shall, upon two Business Days’ prior written request of the Borrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Collateral Agent shall distribute such amount to the Deal Agent for the account of the Lenders, to be distributed by the Deal Agent to the Lenders, pro rata, as set forth a payment in clause reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Collateral Agent shall not be required to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by an Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (xwhich shall include electronic transmission) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such payment, will be greater than the amount needed to make the payments required pursuant to Section 2.7(a)(i) through (xii). (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(v) and (vi) is insufficient to cover all amounts due thereunder on such Payment Date the Collateral Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, (ya “Reserve Advance”) or (z) below, as applicable:and deposit such amount to the Collection Account. The Collateral Agent shall pay such amount to the Deal Agent for payment to the Lenders.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit Any Collections of the Secured Parties Purchased Receivables received (or, if so requested or deemed to have been received) by the Administrative Agent, segregate in a separate account approved Seller shall be remitted directly to EagleFunding by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from depositing such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box AccountsAccount within one Business Day of Seller's receipt (or deemed receipt) thereof. On each Payment Date, the Administrative AgentSeller shall pay to EagleFunding Yield on all outstanding Capital the Purchase Period for which ends on such date. (b) shallOn each Settlement Date to occur prior to the Designated Termination Date, distribute such Collections in the following order of prioritySeller shall either: (i) first, at any time prior to the Servicer for the payment occurrence of the accrued Servicing Fees payable for Termination Date (other than the Designated Termination Date), sell additional Receivables hereunder in accordance with the procedures and subject to the conditions set forth in Section 2.01 such that, immediately preceding Interest Period (plus, if applicablefollowing such Receivables Purchase, the amount of Servicing Fees payable for any prior Interest Period Capital Limit equals or exceeds outstanding Capital, in which event the Deal Agent shall, subject to the extent such amount has not been distributed order of priority set forth in Section 6.11(b), remit the Collections so set aside pursuant to Section 6.11 to the Servicer);Seller in consideration of the purchase price for such Receivables Purchase; or (ii) secondout of the Collections set aside pursuant to Section 6.11, direct the Deal Agent to remit, subject to the order of priority set forth in Section 6.11, an amount of such Collections to be applied toward the reduction of outstanding Capital such that, following the application of such Collections to outstanding Capital, the Capital Limit equals or exceeds the outstanding Capital. (c) On each Payment Date from and after the Designated Termination Date, the Seller shall direct the Deal Agent, for the benefit of EagleFunding, to each Lender and distribute for application toward the (d) If on any day the Outstanding Balance of any Purchased Receivable is either (i) reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed merchandise, any defective or rejected services, any cash discount or any other Credit Party adjustment made or performed by the Seller or any other Person (ratablyincluding, based on without limitation, those described in the amount then due and owingdefinition of "Dilution Factors"), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period or (including any additional amounts ii) reduced or indemnified amounts payable under Sections 5.03 and 13.01 canceled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller or any other Person (whether such paymentsclaim arises out of the same or a related transaction or an unrelated transaction), plus, if applicable, the Seller shall be deemed to have received on such day a Collection of such Purchased Receivable in the amount of such reduction, cancellation or adjustment. If on any day any of the representations or warranties in Section 4.01(g) is no longer true with respect to a Purchased Receivable or if the Seller has breached its obligations under Section 5.01(j), then the Seller shall be deemed to have received on such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect day a Collection of such paymentsPurchased Receivable: (x) payable for any prior Interest Period if such representation, warranty or covenant relates to the extent non-existence of any Adverse Claims, the Seller shall be deemed to have received a Collection of such Purchased Receivable in the dollar amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), of the Adverse Claims attaching thereto and (y) if such representation or warranty relates to the validity or perfection of the transfer of such Purchased Receivable under this EagleFunding Purchase Agreement or the perfection of EagleFunding's security interest in any Equipment as against the Obligor thereunder, then the Seller be deemed to have received a Collection of such Purchased Receivable in an amount equal to the Outstanding Balance thereof. To the extent that any such deemed Collection reduces the Outstanding Balance of such Purchased Receivable to zero, then, upon the Seller's payment to the Deal Agent of such deemed Collection, the Deal Agent shall re-assign to the Seller all of its right, title and interest in and to the relevant Purchased Receivable, the Contract under which such Purchased Receivable arose and the Related Security relating thereto. (ze) belowAlthough the Originator, the Seller and EagleFunding agree that the Originator shall have no right to so terminate, reject or not assume a Contract, if the Originator in its capacity as applicable:Servicer (or its successor in interest, including a trustee appointed under the Bankruptcy Code) terminates, rejects or does not assume a Contract, in whole or in part, prior

Settlement Procedures. (a) The On each Payment Date the Servicer shall set aside and hold in trust for the benefit on behalf of the Secured Parties (or, if so requested Borrower shall pay for receipt by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release applicable Lender no later than 11:00 a.m. (New York City time) to the Borrower following Persons, from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by Collection Account, to the Borrower on such date in accordance with the terms extent of the Purchase available funds and Sale Agreement or (ii) amounts owing by received in respect of any Hedge Agreement during such Settlement Period (the Borrower to sum of such amounts described in clauses (i) and (ii) being the Originators under “Available Collections”) the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections amounts in the following order of priority: (a) To the extent of available Interest Collections and any amounts on deposit in the Reserve Account in excess of the Reserve Account Required Amount: (i) firstFirst, to the Backup Servicer (including in its capacity as Successor Servicer, if applicable), in amount equal to any accrued and unpaid currently due Backup Servicer Fee, all unpaid Backup Servicer Fees due from a prior Payment Date, any unpaid Backup Servicer Expenses and amounts due to the Backup Servicer as an Indemnified Party, and any Transition Costs, for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, thereof; provided that the amount of Servicing Fees Transition Costs payable for any prior Interest Period under this clause Second shall not exceed $100,000 in the aggregate with respect to the extent such amount has not been distributed to the Servicer)Payment Date; (ii) secondSecond, to each Lender and other Credit Party (ratably, based on the Trustee in an amount then due and owing), all equal to any accrued and unpaid Interestcurrently due Trustee Fee, Fees and Breakage all unpaid Trustee Fees due from a prior Payment Date, all unpaid Trustee Expenses, and any other amounts due to such Lender and other Credit Party the Trustee as an Indemnified Party, for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Partypayment thereof; (iii) thirdThird, (A) to the initial Servicer, in an amount equal to its accrued and unpaid Senior Portion of Servicing Fee and (B) to any Successor Servicer, the accrued and unpaid Servicing Fee and Market Servicing Fee Differential to the end of the preceding Collection Period, for the payment thereof; provided that the amount of Market Servicing Fee Differential payable in any 12-month period under this clause Third shall not exceed 0.25% of the Aggregate Outstanding Principal Balance; (iv) Fourth, pro rata to each Lender in an amount equal to any accrued and unpaid Interest and Breakage Costs, for the payment thereof; (v) Fifth, to the Reserve Account, an amount, if necessary, required for the amount on deposit in the Reserve Account to equal the Reserve Account Required Amount; (vi) Sixth, pro rata to the Lenders, (A) if an Event of Default shall not have occurred and be continuing, (x) in the first twelve months following the Closing Date, if the Loan-to-Value Ratio shall exceed 52%, in an amount necessary to reduce the Loans Outstanding such that the Loan-to-Value Ratio shall not exceed 52%, for the payment thereof and (y) thereafter, if the Loan-to-Value Test shall not be satisfied, in an amount necessary to reduce the Loans Outstanding such that the Loan-to-Value Ratio Test shall be satisfied, for the payment thereof and (B) if an Event of Default has occurred and is continuing, pro rata to the Lenders, in an amount necessary to reduce the Loans Outstanding to zero, for the payment thereof; (vii) Seventh, to the Servicer, (x) all Indemnified Amounts and (y) reimbursement of all expenses payable to it pursuant to Section 7.7 and any other amounts then due to it under this Agreement, for the payment thereof; and (viii) Eighth, all remaining amounts shall be distributed to the Borrower. (b) To the extent of available Principal Collections: (i) First, to the parties listed above, any amount remaining unpaid pursuant to clauses First through Fifth under clause (a) above, in accordance with the priority set forth thereunder; (ii) Second, pro rata to the Lenders, in an amount necessary to reduce the Loans Outstanding to zero, for the payment thereof; (iii) Third, to the Administrative Agent, the Lenders, the Affected Parties and the Indemnified Parties (other than the Servicer, if the Servicer is an Affiliate of the Borrower), pro rata in accordance with the amount owed to such Person under this clause Fourth, all other amounts (other than Loans Outstanding) then due under this Agreement, for the payment thereof; (iv) Fourth, to the extent not paid by the Servicer, to the Backup Servicer, to the Trustee, and to any Successor Servicer, as set forth applicable, pro rata in accordance with the amount owed to such Person under this clause Fourth, in an amount equal to any accrued and unpaid Backup Servicer Expenses, Trustee Expenses, Market Servicing Fee Differential, Servicing Fee and Transition Costs, for the payment thereof; (xv) Fifth, to the Servicer (if an Affiliate of the Borrower), (x) all Indemnified Amounts and (y) or reimbursement of all expenses payable to it pursuant to Section 7.7 and any other amounts then due to it under this Agreement, for the payment thereof; and (zvi) belowSixth, as applicable:all remaining amounts shall be distributed to the Borrower.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may from time to time release to the Borrower from such Collections any amounts permitted to be released under Section 5.03 and applied by the amount (if any) necessary to pay (i) Borrower towards the purchase price for any Receivables purchased acquired by the Borrower on such date in accordance with the terms of under the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “ReleaseReinvestment”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to each Lock-Box Bank, the amount of any fees, costs or expenses payable to such Lock-Box Bank by the Borrower in connection with maintaining its related Lock-Box Account(s) to the extent that such Lock-Box Bank is permitted to debit or otherwise pay itself such fees, costs or expenses from funds on deposit in such Lock-Box Account(s) pursuant to the terms of the applicable Lock-Box Agreement; provided, that the payment of such fees, costs and expenses from Collections on deposit in such Lock-Box Accounts on days other than Settlement Dates in accordance with the terms of the applicable Lock-Box Agreements shall not constitute a breach or default under this Agreement for any purpose; (ii) second, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (iiiii) secondthird, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Interest and Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments)Period, plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iiiiv) thirdfourth, as set forth in clause (x), (y) or (zy) below, as applicable:

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Payment Date, the Servicer (or, following its assumption of control of Collateral Agent shall withdraw Available Funds and any Excess Reserve Amount and investment earnings on amounts on deposit in the Lock-Box Accounts, Collection Account from the Administrative Agent) shall, Collection Account and allocate and distribute such Collections amounts to the applicable Person in the following order of priority: (i) firstFIRST, to the Servicer Administrator, the Administrator's Fee plus, on and after the date of the exercise of an Optional Purchase by the Borrower with respect to any Securitization Transaction so long as the Administrator is no longer receiving a servicing fee pursuant to the underlying Securitization Documents, an amount equal to the product of (A) 6.00% and (B) the total "Collections" (as such term is defined in the related Securitization Documents) in respect of such Securitization Transaction for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer)related Collection Period; (ii) secondSECOND, to each Lender and other Credit Party (ratablythe Deal Agent for the account of the Lenders, based on an amount equal to the amount then due and owing), all sum of any accrued and unpaid Interest, Fees (A) Yield and Breakage Fees Costs, (B) all Program Fees, and (C) all Facility Fees, due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of Payment Date and any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for unpaid from any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit PartyPayment Date; (iii) thirdTHIRD, as set forth in clause (x)to the Reserve Account, (yA) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (iv) FOURTH, to the Deal Agent for the account of the Lenders, pro rata, an amount necessary to reduce such Lender's Capital to zero; (v) FIFTH, to the Deal Agent for the account of the Lenders, an amount equal to Increased Costs, any Additional Amounts and Indemnified Amounts due in respect of such Payment Date and unpaid from any prior Payment Date; and to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids until paid in full; and (vi) SIXTH, to the Borrower any remaining amounts. (b) [Reserved.] (i) If on any Payment Date the amounts allocable pursuant to Sections 2.7(a)(i) and (ii) are insufficient to cover all amounts due thereunder on such Payment Date, the Collateral Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a "Reserve Advance") and deposit such amount to the Collection Account. The Collateral Agent shall pay such amount to the Administrator or (z) belowto the Deal Agent for payment to the Lenders, as applicable:. (ii) If on any Payment Date during the Amortization Period, the amount paid pursuant to Section 2.7(a)(iii) is insufficient to reduce Aggregate Unpaids to zero, the Deal Agent, in its sole discretion, may direct the Collateral Agent to withdraw any or all of the amount on deposit in the Reserve Account, and pay such amount to the Deal Agent, for payment to the Lenders.

Settlement Procedures. On each Payment Date, no later than 11:00 a.m. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative AgentNew York City time), for application the Paying Agent shall disburse amounts on deposit in the Collection Account in accordance with the priority of payments set forth belowMonthly Report and the following priorities to the following Persons: (a) On each Payment Date and on each Business Day on or after the Termination Date, all Interest Collections on Pool Receivables that are received by deposit in the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; providedInterest Collection Subaccount, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections will be applied in the following order of priority: (i) First, (1) first, pro rata, to the Servicer (on behalf of the Borrower) for the payment of to the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicableappropriate taxing authorities, the amount of Servicing Fees payable for any prior Interest Period taxes and governmental fees owed by the Borrower, (2) second, to pay to the extent Collateral Custodian, the Paying Agent and the Administrative Agent any Administrative Expenses payable on such Payment Date, provided that the amount has applied under this clause (a)(i)(2) for such Payment Date shall not been distributed exceed the Administrative Expense Cap applicable to such Payment Date; and (3) third, to pay all reasonable out-of-pocket costs and expenses of the Servicer)Servicer or BCA incurred on behalf of the Borrower; provided that the amount applied under this clause (a)(i)(3) for such Payment Date shall not exceed $50,000; (ii) secondSecond, to each Lender and other Credit Party (ratablythe Servicer, based on the in an amount then due and owing), all equal to any accrued and unpaid Interest, Senior Servicing Fees and Breakage Fees due to such Lender and other Credit Party for unless otherwise waived by the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit PartyServicer; (iii) thirdThird, as set forth to each Managing Agent, on behalf of the related Lenders, in clause an amount equal to (x)1) any accrued and unpaid Interest for such Payment Date, (y2) or the Unused Commitment Fee and (z3) belowthe Minimum Utilization Fee, as applicable:pro rata, on the basis of the amount owed; (iv) Fourth, to each Managing Agent, on behalf of the related Lenders, pro rata, to pay the Advances Outstanding in an amount necessary to satisfy the Borrowing Base Test; (v) Fifth, to each Managing Agent, on behalf of the related Lenders, pro rata, to pay the Advances Outstanding to the extent required to satisfy the Interest Coverage Ratio Test; (vi) Sixth, to the Syndication Agent, any Syndication Fee due and payable from the Borrower;

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Payment Date, the Servicer Borrower (or, following its assumption or at all times after the occurrence and continuance of control of the Lock-Box Accountsa Termination Event, the Administrative Collateral Agent) shall, shall withdraw Available Funds and any Excess Reserve Amount and investment earnings on amounts on deposit in the Collection Account from the Collection Account and allocate and distribute such Collections amounts to the applicable Person in the following order of priority: (i) firstFirst, to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicable, the amount exclusive of Servicing Fees payable for termination payments) unpaid from any prior Interest Period to the extent such amount has not been distributed to the Servicer)Payment Date; (ii) secondSecond, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party[Reserved]; (iii) thirdThird, to the Backup Servicer so long as set forth it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in clause respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to ▇▇▇▇▇ FargoComputershare in an aggregate amount up to $17,000 per month (xthe “Cap”); provided, however, that in the event of an acceleration resulting from a Termination Event specified under Section 9.1(e)(i) or Section 9.1(g) hereunder, such Cap will not apply; (iv) Fourth, (yA) or to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (zB) belowto the Backup Servicer, as applicable:if it has become the Successor Servicer, any Transition Expenses; (v) Fifth, to the Lenders, ratably, an amount equal to the sum of any accrued and unpaid (A) Interest and Breakage Costs, (B) Program Fee, and (C) Unused Fee due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date;

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent As set forth in Section 6.03 are satisfied the Monthly Report, on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Payment Date, the Borrower (or the Servicer (oron its behalf), or following its assumption of exclusive control of the Lock-Box AccountsCollection Account, the Administrative Collateral Agent) shall, shall withdraw Available Funds and any Excess Reserve Amount and investment earnings on amounts on deposit in the Collection Account from the Collection Account and allocate and distribute such Collections amounts to the applicable Person or account in the following order of priority: (i) firstFIRST, pari passu (A) to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicableexclusive of termination payments) unpaid from any prior Payment Date and (B) to each Account Bank, the amount of Servicing Fees any fees, costs or expenses payable for any prior Interest Period to such Account Bank by the Borrower in connection with maintaining the related Controlled Account pursuant to the terms of the applicable Control Agreement to the extent such amount Account Bank has not been distributed to previously debited or otherwise paid itself such fees, costs or expenses from the Servicer)related Controlled Account in accordance with the applicable Control Agreement; (ii) secondSECOND, pari passu (A) to each Lender and other Credit Party (ratablythe Servicer, based on the an amount then due and owing), all equal to any accrued and unpaid Interest, Fees and Breakage Servicing Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments)Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, plushowever, if applicablethe Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; and (C) to the Backup Servicer, so long as it has not become the Successor Servicer hereunder, an amount of equal to any such Interest, Fees accrued and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 unpaid Backup Servicing Fee due in respect of such payments) payable for Payment Date, any unpaid Backup Servicing Fee from any prior Interest Period Payment Date, any reasonable and documented out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to the extent Backup Servicer up to $17,000 monthly (provided, however, that no such amount has not been distributed to such Lender or Credit Partymonthly limit shall exist if a Servicer Termination Event shall have occurred and be continuing); (iii) thirdTHIRD, as set forth in clause to the Lenders, pro rata, an amount equal to the sum of any accrued and unpaid (A) Interest and (B) Yield; (iv) FOURTH, pari passu (A) either (x)) during the Revolving Period, to the Principal Collection Account for application by the Borrower to purchase additional Loans (or to fund additional Dealer Loan Contracts allocated to the Open Pool of Dealer Loan Contracts securing a Dealer Loan) from the Originator, the amount needed to cause (I) the Collateral Amount to equal or exceed the Minimum Collateral Amount and (II) the Forecasted Collections to equal or exceed the Minimum Forecasted Collections Amount, and if the Minimum Collateral Amount cannot be reached due to an insufficient amount of Loans for purchase by the Borrower, the amount needed to cause (1) the Adjusted Collateral Amount to equal or exceed the Minimum Collateral Amount and (2) the Adjusted Forecasted Collections to equal or exceed the Minimum Forecasted Collections Amount; or (y) during the Amortization Period, to the Lenders, pro rata, the Principal Distributable Amount, until Capital has been reduced to zero, and (B) to the Hedge Counterparty, an amount equal to any accrued and unpaid Hedge Costs constituting termination payments (including any such amounts unpaid from any prior Payment Date); (v) FIFTH, to any Successor Servicer, an amount equal to Reliening Expenses; (vi) SIXTH, to the Lenders, pro rata, an amount equal to the sum of any Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (vii) SEVENTH, to the Lenders, pro rata based upon the portion of such amounts owed to each such party, any Indemnified Amounts; (viii) EIGHTH, during the Revolving Period, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (ix) NINTH, pari passu, (A) to the Backup Servicer, any amounts owed to the Backup Servicer, to the extent not paid pursuant to clauses (ii)(A) and (C) due to the cap specified in each such clause and (B) to the Collateral Agent, any accrued fees, reasonable out-of-pocket expenses or Indemnified Amounts; (zx) belowTENTH, as applicable:to the Lenders for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; and (xi) ELEVENTH, to the Borrower any remaining amounts. (b) (i) If on any Payment Date the amounts paid pursuant to Section 2.7(a)(iii) and (vi) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or the Servicer on its behalf), or following its assumption of exclusive control of the Reserve Account, the Collateral Agent, shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or the Servicer on its behalf), or following its assumption of exclusive control of the Reserve Account, the Collateral Agent, shall pay such amount to the Lenders.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (orOn each Payment Date, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each no Event of Default has occurred and is continuing, the conditions precedent Loan Manager shall direct the Trustee to pay pursuant to the related Payment Date Statement (and the Trustee shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in Section 6.03 are satisfied on such datePayment Date Statement) to the following Persons, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) following amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (1) pro rata to (i) firstthe Trustee, in an amount equal to any accrued and unpaid Trustee Fees and (ii) the Securities Intermediary, in an amount equal to any amounts payable to the Servicer for Securities Intermediary under the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period Securities Account Control Agreement; (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period 2) to the extent such Loan Manager, in an amount has not been distributed equal to the Servicersum of (A) any accrued and unpaid Senior Loan Management Fee and (B) all reasonable and documented Loan Manager Reimbursable Expenses (not to exceed $30,000 for such Payment Date); (ii3) second, pro rata to each Lender and other Credit Party (ratablyClass A Lender, based on the in an amount then due and owing), all equal to any accrued and unpaid InterestClass A Interest and Class A Non-Usage Fee; (4) pro rata to each Class B Lender, in an amount equal to any accrued and unpaid Class B Interest and Class B Non-Usage Fee; (5) pro rata to (a) each Lender, in an amount equal to any accrued and unpaid Breakage Costs, and (b) to the Administrative Agent, any applicable Lender, the Trustee, the Indemnified Parties, or the Secured Parties, as applicable, all Fees and Breakage Fees other amounts, including, without limitation, any Increased Costs and fees or expenses of counsel, but other than the principal of Advances Outstanding and any Commitment Reduction Fee then due under this Agreement; (6) pro rata to each Class A Lender, (a) if a Class A Borrowing Base Deficiency exists, in an amount necessary to cure such Class A Borrowing Base Deficiency, pro rata in accordance with the amount of Class A Advances Outstanding hereunder, and (b) if an Interest Coverage Trigger has occurred and is continuing, in an amount necessary to cure such Interest Coverage Trigger, pro rata, in accordance with the amount of Class A Advances Outstanding hereunder; (7) pro rata to each Class B Lender, (a) if a Class B Borrowing Base Deficiency exists, in an amount necessary to cure such Class B Borrowing Base Deficiency, pro rata in accordance with the amount of Class B Advances Outstanding hereunder, including any replenishment of the Class B Minimum Reserve Amount to the extent then required to be deducted from the Class B Borrowing Base and (b) if an Interest Coverage Trigger has occurred and is continuing, in an amount necessary to cure such Interest Coverage Trigger, pro rata, in accordance with the amount of Class B Advances Outstanding hereunder; (8) pro rata to each Class A Lender, in an amount equal to (a) any accrued and unpaid Commitment Reduction Fee owing to the Class A Lenders, and (b) if the Class A Facility Amount has been terminated in whole pursuant to Section 2.3(a), the Class A Advances Outstanding; (9) pro rata to each Class B Lender, in an amount equal to (a) any accrued and unpaid Commitment Reduction Fee owing to the Class B Lenders, and (b) if the Class B Facility Amount has been terminated in whole pursuant to Section 2.3(a), the Class B Advances Outstanding; (10) to the Expense Reserve Account, in an amount equal to the Expense Reserve Account Amount; (11) to the Loan Manager, in an amount equal to any accrued and unpaid Subordinated Loan Management Fee; (12) after the end of the Reinvestment Period, to the Loan Manager in an amount equal to the Accrued Loan Manager Fee; (13) pro rata to each applicable party to pay all other Administrative Expenses; (14) to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral; and (15) so long as no Default has occurred and is continuing, any remaining amounts shall be deemed released from the Lien of the Trustee hereunder and distributed to the Borrower or any nominee thereof; provided that, notwithstanding the above, if a Class B Lender is an Affiliate of the Loan Manager and the Loan Manager has committed gross negligence or willful misconduct with respect to its obligations under this Agreement, no amounts shall be paid to such Class B Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of any unpaid Class B Interest or Class B Non-Usage Fee until all Class A Advances Outstanding, Class A Interest and Class A Non-Usage Fees have been repaid in full; provided, however, the failure to make any payment to any Class B Lender in accordance with the preceding proviso shall not constitute either a Default or an Event of Default hereunder. (b) On each Payment Date, so long as no Event of Default has occurred and is continuing, the Loan Manager shall direct the Trustee to pay pursuant to the related Payment Date Statement (and the Trustee shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such paymentsPayment Date Statement) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a)(1), pluspro rata to (i) the Trustee, if in an amount equal to any accrued and unpaid Trustee Fees or (ii) the Securities Intermediary, in an amount equal to any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; (2) to the extent not paid pursuant to Section 2.7(a)(2), to the Loan Manager, in an amount equal to the sum of (A) any accrued and unpaid Senior Loan Management Fee, and (B) all reasonable and documented Loan Manager Reimbursable Expenses (not to exceed $30,000 for such Payment Date); (3) to the extent not paid pursuant to Section 2.7(a)(3), pro rata to each Class A Lender, in an amount equal to any accrued and unpaid Class A Interest and Class A Non-Usage Fee; (4) to the extent not paid pursuant to Section 2.7(a)(4), pro rata to each Class B Lender, in an amount equal to any accrued and unpaid Class B Interest and Class B Non-Usage Fee; (5) to the extent not paid pursuant to Section 2.7(a)(5), pro rata to (a) each Lender, in an amount equal to any accrued and unpaid Breakage Costs, and (b) to the Administrative Agent, any applicable Lender, the Trustee, the Indemnified Parties, or the Secured Parties, as applicable, all Fees and other amounts, including, without limitation, any Increased Costs and fees or expenses of counsel, but other than the principal of Advances Outstanding and any Commitment Reduction Fee then due under this Agreement; (6) to the extent not paid pursuant to Section 2.7(a)(6), pro rata to each Class A Lender, (a) if a Class A Borrowing Base Deficiency exists, in an amount necessary to cure such Class A Borrowing Base Deficiency, pro rata, in accordance with the amount of any Class A Advances Outstanding hereunder, and (b) if an Interest Coverage Trigger has occurred and is continuing, in an amount necessary to cure such InterestInterest Coverage Trigger, Fees and Breakage Fees pro rata in accordance with the amount of Class A Advances Outstanding hereunder; (7) to the extent not paid pursuant to Section 2.7(a)(7), pro rata to each Class B Lender, (a) if a Class B Borrowing Base Deficiency exists, in an amount necessary to cure such Class B Borrowing Base Deficiency, pro rata, in accordance with the amount of Class B Advances Outstanding hereunder, including any additional replenishment of the Class B Minimum Reserve Amount to the extent then required to be deducted from the Class B Borrowing Base, and (b) if an Interest Coverage Trigger has occurred and is continuing, in an amount necessary to cure such Interest Coverage Trigger, pro rata in accordance with the amount of Class B Advances Outstanding hereunder; (8) after the end of the Reinvestment Period, to the Unfunded Exposure Account in an amount equal to the Aggregate Unfunded Exposure Amount minus the amount in the Unfunded Exposure Account as of the related Determination Date; (9) pro rata to each Class A Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee owing to the Class A Lenders; (10) pro rata to each Class B Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee owing to the Class B Lenders; (11) after the end of the Reinvestment Period, pro rata to each Class A Lenders to pay the Class A Advances Outstanding; (12) after the end of the Reinvestment Period, pro rata to each Class B Lenders to pay the Class B Advances Outstanding; (13) to the Expense Reserve Account, in an amount equal to the Expense Reserve Account Amount; (14) to the Loan Manager, in an amount equal to any accrued and unpaid Subordinated Loan Management Fee; (15) after the end of the Reinvestment Period, to the Loan Manager in an amount equal to the Accrued Loan Manager Fee; (16) to the extent not paid pursuant to Section 2.7(a), pro rata to each applicable party to pay all other Administrative Expenses; (17) to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on any of the Collateral; and (18) so long as no Default has occurred and is continuing, any remaining amounts shall be deemed released from the Lien of the Trustee hereunder and distributed to the Borrower or indemnified any nominee thereof; provided that, notwithstanding the above, if a Class B Lender is an Affiliate of the Loan Manager and the Loan Manager has committed gross negligence or willful misconduct with respect to its obligations under this Agreement, no amounts payable under Sections 5.03 and 13.01 shall be paid to such Class B Lender in respect of such payments) payable for any prior unpaid Class B Interest Period or Class B Non-Usage Fee until all Class A Advances Outstanding, Class A Interest and Class A Non-Usage Fees have been repaid in full. provided, however, the failure to make any payment to any Class B Lender in accordance with the extent such amount has preceding proviso shall not been distributed to such Lender constitute either a Default or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:an Event of Default hereunder.

Settlement Procedures. (a) The Servicer On each date that any Obligations remain outstanding (commencing on the date the Administrative Agent’s Account and the Cure Account have been established, which accounts shall set aside be established no later than the second Business Day after the date of this Agreement) on which (x) any amount of Collections are to be deposited into the Borrower’s Account (as defined in the Receivables Financing Agreement) (or otherwise to be paid to or on behalf of the Borrower) pursuant to the Receivables Financing Agreement or are otherwise in the Borrower’s Account (as defined in the Receivables Financing Agreement) or in the possession or control of the Borrower or (y) after the RFA Termination Date, any amount of Collections are received by or on behalf of the Borrower or the Collection Agent and hold in trust not otherwise promptly applied to the payment of Obligations, each of the Borrower and the Collection Agent shall (and the Borrower hereby authorizes and directs the Collection Agent to) cause such amount to be distributed as follows: (A) If on such date no Event of Default is continuing: (i) First, if such date is not the Maturity Date, to be deposited into the Administrative Agent’s Account for the benefit of the Secured Parties Beneficiaries and the Collection Agent, an amount equal to the sum of the accrued and unpaid interest, Fees and Collection Agent Fees owing hereunder through such date and any unpaid expenses of, or other amounts (orother than Fees) owing to, if so requested by the Administrative Agent incurred or owing under any Transaction Document (such expenses and amounts owing to the Administrative Agent, segregate the “Administrative Agent Amounts”), in a separate account approved each case, to the extent the amount then on deposit in the Administrative Agent’s Account in respect thereof is less than the sum of the accrued and unpaid interest, Fees and Collection Agent Fees owing hereunder as of such date and the Administrative Agent Amounts; (ii) Second, if such date is not the Maturity Date and during any Cure Period, to be deposited into the Cure Account, an amount equal to the amount then required to be deposited into the Cure Account by the Borrower pursuant to Section 2.08(b), to be held by the Administrative Agent), Agent for application the benefit of the Beneficiaries and distributed in accordance with Section 2.08(b); (iii) Third, if such date is the priority Maturity Date, to be deposited into the Administrative Agent’s Account for the benefit of payments set forth belowthe Beneficiaries and the Collection Agent, an amount equal to all Collections unpaid principal and interest on Pool Receivables that are received by the Servicer or Loans and all other unpaid Obligations and unpaid Collection Agent Fees, to the Borrower or received extent such amount is not then on deposit in any Lock-Box or Lock-Box the Administrative Agent’s Account; providedand (iv) Thereafter, however, that so long as each of to be deposited into the conditions precedent set forth in Section 6.03 are satisfied Borrower’s Account. (B) If on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay date an Event of Default is continuing: (i) First, to be deposited into the purchase price Administrative Agent’s Account for Receivables purchased by the benefit of the Beneficiaries and the Collection Agent, the entire such amount to be applied to the payment in full of the Obligations and Collection Agent Fees; and (ii) Thereafter, once all Obligations and Collection Agent Fees have been paid in full, to be deposited into the Borrower’s Account. For purposes of determining the amount to be deposited into the Administrative Agent’s Account pursuant to the preceding clause (A)(i) with respect to interest, Fees and Administrative Agent Amounts, the Administrative Agent shall, from time to time, provide written notice to the Collection Agent and the Borrower on such date of the estimated per diem accrual amount of interest and Fees and of the Administrative Agent Amounts. The Borrower agrees that it shall not instruct the Collection Agent to direct the RFA Trustee to hold in accordance with the RFA Trustee’s Account all or a portion of any Collections that otherwise would be deposited into the Borrower’s Account (as defined in the Receivables Financing Agreement) pursuant to the terms of the Purchase and Sale Receivables Financing Agreement if doing so would reduce the amounts that would otherwise be deposited into the Administrative Agent’s Account or the Cure Account pursuant to any of clauses (A) (i), (ii) or (iii) above. The Borrower hereby authorizes the Administrative Agent, at any time and from time to time upon the occurrence and during the continuance of a Default or an Event of Default or if the aggregate outstanding principal balance of the Loans exceeds the Borrowing Base or if the Maturity Date shall occur, to instruct the RFA Trustee to disburse to the Administrative Agent any and all amounts owing held by or otherwise in the possession or control of the RFA Trustee (including, without limitation, in the RFA Trustee’s Account) that are to be deposited into the Borrower’s Account (as defined in the Receivables Financing Agreement) or otherwise paid to or for the benefit of the Borrower pursuant to the terms of the Receivables Financing Agreement. Any such amounts received by the Borrower to the Originators Administrative Agent under the Subordinated Notes preceding sentence shall be deposited into the Administrative Agent’s Account and distributed in the manner provided in this Section 2.19. (each such release, a “Release”). b) On each Settlement date on which any accrued interest, Fees or Collection Agent Fees are due and payable hereunder or any Administrative Agent Amounts have not been reimbursed or are due and payable and, in each case, there exists no Event of Default and such date is not the Maturity Date, the Servicer (orAdministrative Agent shall distribute the amount then on deposit in the Administrative Agent’s Account in respect thereof to, following its assumption in the case of control of the Lock-Box Accountsany such interest, Fees and Administrative Agent Amounts, the Administrative Agent) shallAgent or Lender entitled to receive the same and, distribute such Collections in the following order case of priority: any such Collection Agent Fees, to the Collection Agent; provided, that if on any such date there shall be insufficient amounts on deposit in the Administrative Agent’s Account in respect thereof, such amounts shall be distributed (i) first, to the Servicer Administrative Agent for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plusAdministrative Agent Amounts, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender and the Collection Agent (if the Collection Agent is other Credit Party (ratably, based on the amount then than an Originator or one of its Affiliates) for due and owing)payable Collection Agent Fees, all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth ratably to the Administrative Agent and Lenders entitled to receive same for due and payable accrued interest and Fees and (iv) fourth, to the Collection Agent (if the Collection Agent is an Originator or one of its Affiliates) for due and payable Collection Agent Fees. (c) During the continuance of an Event of Default or if the Maturity Date shall occur, the Administrative Agent shall distribute the amount on deposit in clause the Administrative Agent’s Account to the payment of the Obligations and Collection Agent Fees in the following order: (x)i) first, to the Administrative Agent for Administrative Agent Amounts, (yii) second, to the Collection Agent (if the Collection Agent is other than an Originator or one of its Affiliates) for accrued and unpaid Collection Agent Fees, (ziii) belowthird, ratably to the Administrative Agent and Lenders entitled to receive same for accrued and unpaid interest and Fees, (iv) fourth, ratably to the Lenders in reduction of the aggregate outstanding principal on the Loans until such principal is reduced to zero, (v) fifth, ratably to the Beneficiaries for other unpaid Obligations and (vi) sixth, to the Collection Agent (if the Collection Agent is an Originator or one of its Affiliates) for accrued and unpaid Collection Agent Fees. (d) Nothing in this Section 2.19 shall relieve the Borrower of any obligation to pay any Obligation or Collection Agent Fee hereunder as and when the same shall be due and payable or to deposit into the Cure Account the amount then required to be deposited pursuant to Section 2.08(b). If, on the date any Obligations or Collection Agent Fees are payable to the Administrative Agent, any Lender or the Collection Agent hereunder, the amount then on deposit in the Administrative Agent’s Account in respect thereof is less than the amount thereof then due and payable, the Borrower shall pay to the Administrative Agent for the benefit of the relevant Beneficiaries or the Collection Agent, as applicable:, on such due date, the amount of such deficiency. (e) If at any time any payment of any Obligations is rescinded or must otherwise be returned by a Beneficiary for any reason, effective upon such rescission or return such payment shall automatically be deemed, as between the Beneficiaries and the Borrower, never to have occurred, and the Borrower shall be required, to the extent it received any amounts under this Section 2.19 or otherwise, to remit to the Administrative Agent for the account of the applicable Beneficiaries an amount equal to the rescinded or returned payment.

Settlement Procedures. (a) The On each Payment Date, the Collateral Agent shall withdraw Available Funds and any Excess Reserve Amount and Servicer shall set aside and hold in trust for the benefit of the Secured Parties Advances (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application to be applied in accordance with Section 2.7(c)) and investment earnings on amounts on deposit in the priority of payments set forth below, all Collections on Pool Receivables that are received by Collection Account from the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on Collection Account and allocate and distribute such date, the Servicer may release amounts to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections applicable Person in the following order of priority: (i) firstFIRST, to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicable, the amount exclusive of Servicing Fees payable for termination payments) unpaid from any prior Interest Period to the extent such amount has not been distributed to the Servicer);Payment Date. (ii) secondSECOND, to each Lender and other Credit Party (ratablythe Servicer, based on the an amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due equal to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit PartyUnreimbursed Servicer Advances; (iii) thirdTHIRD, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST's capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (iv) FOURTH, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (v) FIFTH, to the Deal Agent for the account of the Lenders, an amount equal to the sum of any accrued and unpaid (A) Yield and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (vi) SIXTH, during the Revolving Period, to the Deal Agent for the account of the Lenders, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vii) SEVENTH, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) EIGHTH, (i) during the Revolving Period with respect to each Dissenting Investor, pro rata, an amount equal to its outstanding Capital until such Dissenting Investor's Capital has been reduced to zero and (ii) during the Amortization Period, to the Deal Agent for the account of the Lenders, pro rata, the Additional Principal Payment Amount, until Capital has been reduced to zero; (ix) NINTH, to the Deal Agent for the account of the Lenders and the Backup Servicer, an amount equal to Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause THIRD above) due in respect of such Payment Date and unpaid from any prior Payment Date; (x) TENTH, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (xi) ELEVENTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause FOURTH above and any such Servicing Fee unpaid from any prior Payment Date; (xii) TWELFTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xiii) THIRTEENTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Collateral Agent shall, upon two Business Days' prior written request of the Borrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Collateral Agent shall distribute such amount to the Deal Agent for the account of the Lenders, to be distributed by the Deal Agent to the Lenders, pro rata, as set forth a payment in clause reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Collateral Agent shall not be required to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by an Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (xwhich shall include electronic transmission) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such payment, will be greater than the amount needed to make the payments required pursuant to Section 2.7(a)(i) through (xii). (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(v) and (vi) is insufficient to cover all amounts due thereunder on such Payment Date the Collateral Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, (ya "Reserve Advance") or (z) below, as applicable:and deposit such amount to the Collection Account. The Collateral Agent shall pay such amount to the Deal Agent for payment to the Lenders.

Settlement Procedures. On each Payment Date, the Collateral Agent shall withdraw Available Funds and any Excess Reserve Amount (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application to be applied in accordance with Section 2.7(c)) and investment earnings on amounts on deposit in the priority of payments set forth below, all Collections on Pool Receivables that are received by Collection Account from the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on Collection Account and allocate and distribute such date, the Servicer may release amounts to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections applicable Person in the following order of priority: (i) firstFIRST, to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicable, the amount exclusive of Servicing Fees payable for termination payments) unpaid from any prior Interest Period to the extent such amount has not been distributed to the Servicer);Payment Date. (ii) secondSECOND, to each Lender and other Credit Party (ratablythe Backup Servicer so long as it has not become the Servicer hereunder, based on the an amount then due and owing), all equal to any accrued and unpaid Interest, Fees and Breakage Fees Backup Servicing Fee due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments)Payment Date, plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for unpaid Backup Servicing Fee from any prior Interest Period Payment Date, any reasonable out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to the extent Backup Servicer in an aggregate amount up to $17,000 per month (the “Cap”); provided, however, that in the event of an acceleration resulting from a Termination Event specified under Section 10.1(d)(i) or Section 10.1(f) hereunder, such amount has Cap will not been distributed to such Lender or Credit Partyapply; (iii) thirdTHIRD, as set forth (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (iv) FOURTH, to the Deal Agent for the account of the Lenders, an amount equal to the sum of any accrued and unpaid (A) Yield and Breakage Costs, (B) Program Fee, and (C) Unused Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (v) FIFTH, during the Revolving Period, to the Deal Agent for the account of the Lenders, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, to any Successor Servicer, to the extent not already paid pursuant to clause THIRD above, an amount equal to Reliening Expenses; (vii) SEVENTH, (A) during the Revolving Period with respect to each Dissenting Lender after the time its Commitment has been reduced to zero pursuant to Section 2.1(b)(iv), pro rata, an amount equal to its outstanding Capital until such Dissenting Lender’s Capital has been reduced to zero and (B) during the Amortization Period, to the Deal Agent for the account of the Lenders, pro rata, the Additional Principal Payment Amount, until Capital has been reduced to zero; (viii) EIGHTH, to the Deal Agent for the account of the Lenders and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause SECOND above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ix) NINTH, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (x)) TENTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause THIRD above and any such Servicing Fee unpaid from any prior Payment Date; (yxi) or ELEVENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (zduring the Revolving Period, other than Capital) belowuntil paid in full; and (xii) TWELFTH, as applicable:to the Borrower any remaining amounts.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit Any Collections of the Secured Parties Purchased Receivables received (or, if so requested or deemed to have been received) by the Administrative Agent, segregate Seller shall be remitted directly to Triple-A by depositing such Collections in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box Account within one Business Day of Seller's receipt (or Lock-Box Account; provided, however, that so long as deemed receipt) thereof. On each of the conditions precedent set forth in Section 6.03 are satisfied on such datePayment Date, the Servicer may release Seller shall pay to the Borrower from such Collections the amount (if any) necessary to pay Triple-A (i) ), Yield on all outstanding Capital the purchase price Fixed Period for Receivables purchased by the Borrower which ends on such date in accordance with the terms of the Purchase and Sale Agreement or PLUS (ii) amounts owing by to Triple-A, the Borrower CP Dealer Fees, if any, on any Commercial Paper maturing on such date and raised to the Originators under the Subordinated Notes (each fund such release, a “Release”)Capital. On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box AccountsSeller shall pay to ING, the Administrative AgentING Yield, if any. (b) shallOn each Settlement Date to occur prior to the Designated Termination Date, distribute such Collections in the following order of prioritySeller shall either: (i) firstif Triple-A has consented thereto, sell additional Receivables hereunder in accordance with the procedures and subject to the Servicer for conditions set forth in SECTION 2.01 such that, immediately following such Receivables Purchase, the payment Capital Limit equals or exceeds outstanding Capital and the ING Capital Limit equals or exceeds the outstanding ING Capital, in which event the Collateral Agent shall, subject to the order of priority set forth in SECTION 6.11(b), remit the Collections so set aside to the Seller in consideration of the accrued Servicing Fees payable purchase price for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer);Receivables Purchase; or (ii) secondif Triple-A has not consented to such additional purchase, out of the Collections so set aside, direct the Collateral Agent to remit to the Administrative Agent, subject to the order of priority set forth in SECTION 6.11, an amount of such Collections to be applied toward the reduction of outstanding Capital, or ING Capital, as applicable, such that, following the application of such Collections to outstanding Capital or ING Capital, the Capital Limit equals or exceeds the outstanding Capital and the ING Capital Limit equals or exceeds the outstanding ING Capital. (c) On each Payment Date from and after the Designated Termination Date, the Seller shall direct the Collateral Agent to distribute to the Administrative Agent for the benefit of Triple-A, to each Lender and other Credit Party be applied toward the reduction of outstanding Capital, all Collections so set aside but not to exceed the sum of (ratablyi) the Capital allocated to such Fixed Period, based on the amount then due and owing), (ii) all accrued and unpaid InterestYield thereon, Fees and Breakage Fees due (iii) the aggregate of all other amounts owed hereunder by the Seller to such Lender and Triple-A and/or the Administrative Agent, all as more fully set forth in SECTION 6.11. (d) If on any day the Outstanding Balance of any Purchased Receivable is either (i) reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed merchandise, any defective or rejected services, any cash discount or any other Credit Party for adjustment made or performed by the immediately preceding Interest Period Seller or any other Person (including any additional amounts including, without limitation, those described in the definition of "DILUTION FACTORS"), or indemnified amounts payable under Sections 5.03 and 13.01 (ii) reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller or any other Person (whether such paymentsclaim arises out of the same or a related transaction or an unrelated transaction), plus, if applicable, the Seller shall be deemed to have received on such day a Collection of such Purchased Receivable in the amount of such reduction, cancellation or adjustment. If on any day any of the representations or warranties in SECTION 4.01(g) is no longer true with respect to a Purchased Receivable or if the Seller has breached its obligations under SECTION 5.01(j), then the Seller shall be deemed to have received on such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect day a Collection of such paymentsPurchased Receivable: (x) payable for any prior Interest Period if such representation, warranty or covenant relates to the extent non-existence of any Adverse Claims, the Seller shall be deemed to have received a Collection of such Purchased Receivable in the dollar amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), of the Adverse Claims attaching thereto and (y) if such representation or warranty relates to the validity or perfection of the transfer of such Purchased Receivable under this Triple-A Purchase Agreement or the perfection of Triple-A's security interest in any Equipment as against the Obligor thereunder, then the Seller be deemed to have received a Collection of such Purchased Receivable in an amount equal to the Outstanding Balance thereof. To the extent that any such deemed Collection reduces the Outstanding Balance of such Purchased Receivable to zero, then, upon the Seller's payment to the Collateral Agent of such deemed Collection, the Collateral Agent shall re-assign to the Seller all of its right, title and interest in and to the relevant Purchased Receivable, the Contract under which such Purchased Receivable arose and the Related Security relating thereto. (e) Although the Originator, the Seller and Triple-A agree that the Originator shall have no right to so terminate, reject or not assume a Contract, if the Originator in its capacity as Servicer (or its successor in interest, including a trustee appointed under the Bankruptcy Code) terminates, rejects or does not assume a Contract, in whole or in part, prior to the expiration of the original term of such Contract, whether such rejection, termination or non-assumption is made pursuant to an equitable cause, statute, regulation, judicial proceeding or other applicable law (including, without limitation, Section 365 of the Bankruptcy Code), then (i) the Seller shall be deemed to have received Collections with respect to Purchased Receivables arising under such Contract in an amount equal to (A) in the event of a prepayment or termination consented to by the Originator at the Obligor's request, the excess, if any, of the Termination Amount over all amounts paid by the Obligor on account of such termination or (zB) belowin the event of any other rejection or non-assumption, the amount, of the Outstanding Balance thereof that has not been, or may not be paid as applicable:a result of such rejection, termination or non-assumption. Upon the Seller's payment of any such deemed Collections described in this SECTION 2.05(e), the Collateral Agent shall re-assign to the Seller all of its right, title and interest in and to the relevant Purchased Receivable or Purchased Receivables, the Contracts under which such Purchased Receivable(s) arose and the Related Security relating thereto.

Settlement Procedures. (a) The By delivery of each Settlement Report, the Servicer shall be deemed to have instructed the Account Bank to withdraw the following amounts, in each case as set aside forth in the related Settlement Report: (A) from the Collection Account, Available Funds and hold (B) from the Credit Reserve Account, any Available Funds Shortfall. By delivery of each Settlement Report, the Servicer shall also be deemed to have instructed the Account Bank to pay or make the following distributions in trust for the benefit following amounts to the following Persons on the related Settlement Date in the following order of priority from (x) the Secured Parties Collection Account, to the extent of Available Funds and (ory) the Credit Reserve Account to the extent there is an Available Funds Shortfall, if so requested by with respect to amounts payable under clauses (i) through (iv): (i) First, (1) to the Administrative AgentServicer and any Successor Servicer, segregate in a separate account approved by an amount equal to the Administrative Agent), for application accrued and unpaid Servicing Fee payable to each of them in accordance with the priority Servicing Agreement, (2) to the Servicer, all reimbursable out-of-pocket costs of payments liquidation, subject to the limitations in the definition of “Liquidation Proceeds” and then (3) to the Successor Servicer, as applicable, any unpaid Transition Expenses, subject, in the case of any Settlement Date occurring prior to the occurrence of the Termination Date, to the Transition Expenses Cap; (ii) Second, (A) first, pro rata, to the Administrative Agent in an amount equal to any accrued and unpaid Administrative Agent Fees, the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees, the Account Bank in an amount equal to any accrued and unpaid Account Bank Fees, the Owner Trustee, in an amount equal to any accrued and unpaid owner trustee fees, to the Trust Administrator, in an amount equal to any accrued and unpaid Trust Administrator Fee, and to the E-Sign Provider and E-Vault Provider in an amount equal to its accrued and unpaid fees in respect of Electronic Contracts (other than the fees required to be paid by the Collateral Custodian under the terms of the E-Vault Access Agreement not incurred in connection with the actions taken at the direction of the Administrative Agent or the Required Lenders) then (B) second, pro rata, to the Servicer, Administrative Agent, Collateral Custodian, Account Bank, Owner Trustee, E-Sign Provider and E-Vault Provider any expense reimbursements and indemnified amounts payable thereto in accordance with this Agreement, the Servicing Agreement, the Collateral Custodian Agreement, the Account Control Agreement, the Trust Agreement or the E-Vault Access Agreement (in the case of the E-Vault Provider, other than the expenses required to be paid by the Collateral Custodian under the terms of the E-Vault Access Agreement not incurred in connection with the actions taken at the direction of the Administrative Agent or the Required Lenders), in each of clauses (A) and (B) subject, in the case of any Settlement Date occurring prior to the occurrence of the Termination Date, to the Annual Expenses Cap, as applicable; (iii) Third, to each Lender, pro rata in accordance with such Lender’s Commitment Percentage, an amount equal to any accrued and unpaid (1) Interest with respect to the Outstanding Loan Amount, (2) Breakage Costs due and owing to the Lenders, and (3) all other Aggregate Unpaids (other than the Outstanding Loan Amount) then due under this Agreement to the Lenders; (iv) Fourth, to each Lender, pro rata in accordance with such Lender’s Commitment Percentage: (A) an amount equal to the positive excess (if any) of the Outstanding Loan Amount as of the related Determination Date (after giving effect to the distribution made clauses (i) through (iii) above) over the Borrowing Base as of such Determination Date or (B) if a Turbo Event has occurred, an amount equal to the Outstanding Loan Amount; (v) Fifth, on any Settlement Date occurring prior to the Termination Date, to the Credit Reserve Account, the amount necessary to cause the amount on deposit therein to equal the Required Credit Reserve Account Amount; (vi) Sixth, pro rata, to the extent not paid pursuant to clauses (i) or (ii) above (whether as a result of the limitations on amounts set forth belowtherein or otherwise) to the Servicer, all Collections on Pool Receivables Successor Servicer, Administrative Agent, Collateral Custodian, Account Bank or Owner Trustee any fees, expenses or indemnities owed to such Person; (vii) Seventh, to any Person who is due any fee, reimbursable expense or indemnified amount under this Agreement that are received by is accrued or due hereunder and not fully paid, the Servicer amount of such fee, expense or indemnified amount; and (viii) Eighth, any remaining amount shall be distributed to the Borrower or received in Certificateholder free and clear of any Lock-Box or Lock-Box Accountinterest of the Lenders and the Administrative Agent; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release no event shall distributions pursuant to the Borrower from such Collections the amount this clause (if anyviii) necessary to pay (i) the purchase price for Receivables purchased be used by the Borrower on such date in accordance with or the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower Certificateholder to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any acquire additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:Receivables.

Settlement Procedures. (a) The Servicer On each Payment Date, the Collateral Agent shall set aside withdraw Available Funds and hold in trust for the benefit of the Secured Parties any Excess Reserve Amount (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application to be applied in accordance with Section 2.7(c)) and investment earnings on amounts on deposit in the priority of payments set forth below, all Collections on Pool Receivables that are received by Collection Account from the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on Collection Account and allocate and distribute such date, the Servicer may release amounts to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections applicable Person in the following order of priority: (i) firstFIRST, to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicable, the amount exclusive of Servicing Fees payable for termination payments) unpaid from any prior Interest Period to the extent such amount has not been distributed to the Servicer);Payment Date. (ii) secondSECOND, to each Lender and other Credit Party (ratablythe Backup Servicer so long as it has not become the Servicer hereunder, based on the an amount then due and owing), all equal to any accrued and unpaid Interest, Fees and Breakage Fees Backup Servicing Fee due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments)Payment Date, plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for unpaid Backup Servicing Fee from any prior Interest Period Payment Date, any reasonable out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to the extent such amount has not been distributed Backup Servicer up to such Lender or Credit Party$17,000, monthly; (iii) thirdTHIRD, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (iv) FOURTH, to the Deal Agent for the account of the Lenders, an amount equal to the sum of any accrued and unpaid (A) Yield and Breakage Costs, (B) the Program Fee, and (C) the Unused Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (v) FIFTH, during the Revolving Period, to the Deal Agent for the account of the Lenders, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, to any Successor Servicer, to the extent not already paid pursuant to clause THIRD above, an amount equal to Reliening Expenses; (vii) SEVENTH, (A) during the Revolving Period with respect to each Dissenting Lender after the time its Commitment has been reduced to zero pursuant to Section 2.1(b)(iv), pro rata, an amount equal to its outstanding Capital until such Dissenting Lender’s Capital has been reduced to zero and (B) during the Amortization Period, to the Deal Agent for the account of the Lenders, pro rata, the Additional Principal Payment Amount, until Capital has been reduced to zero; (viii) EIGHTH, to the Deal Agent for the account of the Lenders and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause THIRD above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ix) NINTH, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (x) TENTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause THIRD above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; and (xii) TWELFTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Collateral Agent shall, upon two Business Days' prior written request of the Borrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Collateral Agent shall distribute such amount to the Deal Agent for the account of the Lenders, to be distributed by the Deal Agent to the Lenders, pro rata, as set forth a payment in clause reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Collateral Agent shall not be required to effect any such withdrawal or the Deal Agent make any such distribution until an officer of the Servicer or a representative of the Servicer designated by an officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (xwhich shall include electronic transmission) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such payment, will be greater than the amount needed to make the payments required pursuant to Section 2.7(a)(i) through (xi). (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (vii) is insufficient to cover all amounts due thereunder on such Payment Date the Collateral Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, (ya “Reserve Advance”) or (z) below, as applicable:and deposit such amount to the Collection Account. The Collateral Agent shall pay such amount to the Deal Agent for payment to the Lenders.

Settlement Procedures. (a) The Servicer All Collections on Pool Receivables shall set aside and hold be held in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for Continuing Collection Accounts until their application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 and Section 9.03(c) are satisfied on such date, the Servicer Administrative Agent may release to the Borrower from such Collections the amount (if any) necessary to pay (i) pay the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Second Tier Purchase and Sale Agreement or (ii) amounts owing by for distribution to the Pledgor as a return on the Pledgor’s equity interest in the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) Agent shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (ii) second, (A) expenses (excluding Servicing Transition Expenses) and indemnities then due to the Backup Servicer (up an amount not to exceed $150,000 per calendar year) and (B) if the Backup Servicer has succeeded the Initial Servicer as Servicer and the Initial Servicer has not timely paid the Servicing Transition Expenses, Servicing Transition Expenses (up to an amount not to exceed $300,000); (iii) third, to each Lender and other Credit Party (ratably, based on the amount then due and owingowing to such Credit Party), all accrued and unpaid Interest, Fees and Breakage Fees Amount due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees Amounts (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iiiiv) thirdfourth, as set forth in clause (x), (y) or (zy) below, as applicable:

Settlement Procedures. (a) The Servicer shall cause all Collections received by it or deposited in the Lock-Box Accounts to be transferred in same day funds to the Collection Account. The Servicer shall segregate, set aside and hold in trust for the benefit Purchaser, in the Collection Account, the percentage interest representing the Purchased Interest in Collections of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Purchased Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount day. (if anyb) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer amounts set aside in the Collection Account in accordance with CLAUSE (or, following its assumption of control of a) above shall be withdrawn from the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections Collection Account to be applied in the following order of priority:; (i) firstFirst, to (if the Servicer for is a party other than Superior, an Originator or an Affiliate thereof) to pay any accrued and unpaid Servicer Fee which is then due and payable, or to be retained in the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period Collection Account to the extent of any daily accrued and unpaid amounts of such amount has Servicer Fee which are not been distributed then due and payable, until the next relevant payment date therefor, and not to be applied to any of the Servicer)following items; (ii) secondSecond, to each Lender pay accrued and other Credit Party (ratably, based on the amount unpaid Yield which is then due and owing)payable, all or to be retained in the Collection Account to the extent of any accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments)Yield which are not then due and payable, plus, if applicable, and not to be applied to any of the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Partyfollowing items; (iii) third, as set forth in clause (x)Third, (yto the extent that the payment of such Liquidity Fee does not cause a Coverage Shortfall Event to occur) to pay accrued and unpaid Liquidity Fee which is then due and payable, or to be retained in the Collection Account to the extent of any accrued and unpaid amounts of such Liquidity Fee which are not then due and payable, and not to be applied to any of the following items; (ziv) belowFourth, as applicable:(to the extent that the payment of such Supplemental Enhancement Fee does not cause a Coverage Shortfall Event to occur) to pay accrued and unpaid Supplemental Enhancement Fee which is then due and payable, or to be retained in the Collection Account to the extent of any accrued and unpaid amounts of such Supplemental Enhancement Fee which are not then due and payable, and not to be applied to any of the following items; (v) Fifth, (to the extent that the payment of such Program Fee does not cause a Coverage Shortfall Event to occur) to pay accrued and unpaid Program Fee which is then due and payable, or to be retained in the Collection Account to the extent of any accrued and unpaid amounts of such Program Fee which are not then due and payable, and not to be applied to any of the following items; (vi) Sixth, (to the extent that the payment of such Administrative Fee does not cause a Coverage Shortfall Event to occur) to pay any Administrative Fee which is then due and payable, or to be retained in the Collection Account to the extent of the Administrative Fee payable in respect of the next succeeding annual period, until the next relevant payment date therefor, and not to be applied to any of the following items; (vii) Seventh, to pay all Capital then outstanding relating to any Yield which is then due and payable, or to be retained in the Collection Account to the extent of any Capital remaining outstanding; (viii) Eighth, to pay the portion of any other accrued and unpaid obligations which have not been paid pursuant to clauses (i) through (vi) above and which are then due and payable by the Seller to the Purchaser or the Deal Agent under this Agreement or any of the other Transaction Documents, or to be retained in the Collection Account to the extent of any accrued and unpaid amounts of such obligations which are not then due and payable, until the next relevant payment date therefor, and not to be applied to any of the following items;

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit Any Collections of the Secured Parties Purchased Receivables received (or, if so requested or deemed to have been received) by the Administrative Agent, segregate in a separate account approved Seller shall be remitted directly to Triple-A by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from depositing such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box AccountsAccount within one Business Day of Seller's receipt (or deemed receipt) thereof. On each Payment Date, the Administrative AgentSeller shall pay to Triple-A (i) shallYield on all outstanding Capital the Fixed Period for which ends on such date plus (ii) the CP Dealer Fees, distribute if any, on any Commercial Paper maturing on such Collections in date and raised to fund such Capital. (b) On each Settlement Date to occur prior to the following order of priorityDesignated Termination Date, the Seller shall either: (i) firstif Triple-A has consented thereto, sell additional Receivables hereunder in accordance with the procedures and subject to the Servicer for conditions set forth in Section 2.01 such that, immediately following such Receivables Purchase, the payment Capital Limit equals or exceeds outstanding Capital, in which event the Collateral Agent shall, subject to the order of priority set forth in Section 6.11(b), remit the Collections so set aside to the Seller in consideration of the accrued Servicing Fees payable purchase price for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer);Receivables Purchase; or (ii) secondif Triple-A has not consented to such additional purchase, out of the Collections so set aside, direct the Collateral Agent to remit to the Administrative Agent, subject to the order of priority set forth in Section 6.11, an amount of such Collections to be applied toward the reduction of outstanding Capital such that, following the application of such Collections to outstanding Capital, the Capital Limit equals or exceeds the outstanding Capital. (c) On each Payment Date from and after the Designated Termination Date, the Seller shall direct the Collateral Agent to distribute to the Administrative Agent for the benefit of Triple-A, to each Lender and other Credit Party be applied toward the reduction of outstanding Capital, all Collections so set aside but not to exceed the sum of (ratablyi) the Capital allocated to such Fixed Period, based on the amount then due and owing), (ii) all accrued and unpaid InterestYield thereon, Fees and Breakage Fees due (iii) the aggregate of all other amounts owed hereunder by the Seller to such Lender and Triple-A and/or the Administrative Agent, all as more fully set forth in Section 6.11. (d) If on any day the Outstanding Balance of any Purchased Receivable is either (i) reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed merchandise, any defective or rejected services, any cash discount or any other Credit Party for adjustment made or performed by the immediately preceding Interest Period Seller or any other Person (including any additional amounts including, without limitation, those described in the definition of "Dilution Factors"), or indemnified amounts payable under Sections 5.03 and 13.01 (ii) reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller or any other Person (whether such paymentsclaim arises out of the same or a related transaction or an unrelated transaction), plus, if applicable, the Seller shall be deemed to have received on such day a Collection of such Purchased Receivable in the amount of such reduction, cancellation or adjustment. If on any day any of the representations or warranties in Section 4.01(g) is no longer true with respect to a Purchased Receivable or if the Seller has breached its obligations under Section 5.01(j), then the Seller shall be deemed to have received on such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect day a Collection of such paymentsPurchased Receivable: (x) payable for any prior Interest Period if such representation, warranty or covenant relates to the extent non-existence of any Adverse Claims, the Seller shall be deemed to have received a Collection of such Purchased Receivable in the dollar amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), of the Adverse Claims attaching thereto and (y) if such representation or warranty relates to the validity or perfection of the transfer of such Purchased Receivable under this Triple-A Purchase Agreement or the perfection of Triple-A's security interest in any Equipment as against the Obligor thereunder, then the Seller be deemed to have received a Collection of such Purchased Receivable in an amount equal to the Outstanding Balance thereof. To the extent that any such deemed Collection reduces the Outstanding Balance of such Purchased Receivable to zero, then, upon the Seller's payment to the Collateral Agent of such deemed Collection, the Collateral Agent shall re-assign to the Seller all of its right, title and interest in and to the relevant Purchased Receivable, the Contract under which such Purchased Receivable arose and the Related Security relating thereto. (e) Although the Originator, the Seller and Triple-A agree that the Originator shall have no right to so terminate, reject or not assume a Contract, if the Originator in its capacity as Servicer (or its successor in interest, including a trustee appointed under the Bankruptcy Code) terminates, rejects or does not assume a Contract, in whole or in part, prior to the expiration of the original term of such Contract, whether such rejection, termination or non-assumption is made pursuant to an equitable cause, statute, regulation, judicial proceeding or other applicable law (including, without limitation, Section 365 of the Bankruptcy Code), then (i) the Seller shall be deemed to have received Collections with respect to Purchased Receivables arising under such Contract in an amount equal to (A) in the event of a prepayment or termination consented to by the Originator at the Obligor's request, the excess, if any, of the Termination Amount over all amounts paid by the Obligor on account of such termination or (zB) belowin the event of any other rejection or non-assumption, the amount, of the Outstanding Balance thereof that has not been, or may not be paid as applicable:a result of such rejection, termination or non-assumption. Upon the Seller's payment of any such deemed Collections described in this Section 2.05(e), the Collateral Agent shall re-assign to the Seller all of its right, title and interest in and to the relevant Purchased Receivable or Purchased Receivables, the Contracts under which such Purchased Receivable(s) arose and the Related Security relating thereto.

Settlement Procedures. (a) The Servicer On each Payment Date, the Borrower (or at all times after the occurrence and continuance of a Termination Event, the Collateral Agent) shall set aside withdraw Available Funds and hold in trust for the benefit of the Secured Parties any Excess Reserve Amount (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application to be applied in accordance with Section 2.6(c)) and investment earnings on amounts on deposit in the priority of payments set forth below, all Collections on Pool Receivables that are received by Collection Account from the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on Collection Account and allocate and distribute such date, the Servicer may release amounts to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections applicable Person in the following order of priority: (i) firstFIRST, to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicable, the amount exclusive of Servicing Fees payable for termination payments) unpaid from any prior Interest Period to the extent such amount has not been distributed to the Servicer)Payment Date; (ii) secondSECOND, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party[Reserved]; (iii) thirdTHIRD, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to ▇▇▇▇▇ Fargo up to $17,000, monthly; (iv) FOURTH, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (v) FIFTH, to the Lenders, ratably, an amount equal to the sum of any accrued and unpaid (A) Interest and Breakage Costs, (B) Program Fee, and (C) Unused Fee due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (vi) SIXTH, during the Revolving Period, to the Lenders, ratably (based on the outstanding principal amount of the Revolving Loans of each Lender), an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vii) SEVENTH, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) EIGHTH, during the Amortization Period, to the Lenders, ratably (based on the outstanding principal amount of the Revolving Loans of each Lender), the Additional Principal Payment Amount, until the Aggregate Loan Amount has been reduced to zero; (ix) NINTH, ratably to the Lenders and the Backup Servicer, an amount equal to Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause THIRD above) due in respect of such Payment Date and unpaid from any prior Payment Date; (x) TENTH, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (xi) ELEVENTH, to the Backup Servicer, if it has become the Successor Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause FOURTH above and any such Servicing Fee unpaid from any prior Payment Date; (xii) TWELFTH, to any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than the Aggregate Loan Amount) until paid in full; and (xiii) THIRTEENTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower may, upon two Business Days’ prior written notice to the Deal Agent and the Lenders, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower shall distribute such amount ratably to the Lenders, as set forth a payment in clause reduction of the portion of the Aggregate Loan Amount funded or maintained by each such Lender. Notwithstanding anything in this Section 2.6(b) to the contrary, the Borrower shall not be required to effect any such withdrawal or make any such distribution until an officer of the Servicer or a representative of the Servicer designated by an officer of the Servicer has certified to the Borrower, the Collateral Agent, the Deal Agent and the Lenders in writing (xwhich shall include electronic transmission) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such payment, will be greater than the amount needed to make the payments required pursuant to Section 2.6(a)(i) through (xii). (c) (i) If on any Payment Date the amount paid pursuant to Section 2.6(a)(v) and (vi) is insufficient to cover all amounts due thereunder on such Payment Date, the Borrower (y) or (z) belowthe Collateral Agent, as applicable:) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or the Collateral Agent, as applicable) shall pay such amount ratably to the Lenders.

Settlement Procedures. (a) The Servicer On each Payment Date, the Borrower (or at all times after the occurrence and continuance of a Termination Event, the Collateral Agent) shall set aside withdraw Available Funds and hold in trust for the benefit of the Secured Parties any Excess Reserve Amount (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application to be applied in accordance with Section 2.6(c)) and investment earnings on amounts on deposit in the priority of payments set forth below, all Collections on Pool Receivables that are received by Collection Account from the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on Collection Account and allocate and distribute such date, the Servicer may release amounts to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections applicable Person in the following order of priority: (i) firstFIRST, to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicable, the amount exclusive of Servicing Fees payable for termination payments) unpaid from any prior Interest Period to the extent such amount has not been distributed to the Servicer)Payment Date; (ii) secondSECOND, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party[Reserved]; (iii) thirdTHIRD, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to ▇▇▇▇▇ Fargo in an aggregate amount up to $17,000 per month (the “Cap”); provided, however, that in the event of an acceleration resulting from a Termination Event specified under Section 9.1(e)(i) or Section 9.1(g) hereunder, such Cap will not apply; (iv) FOURTH, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (v) FIFTH, to the Lenders, ratably, an amount equal to the sum of any accrued and unpaid (A) Interest and Breakage Costs, (B) Program Fee, and (C) Unused Fee due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (vi) SIXTH, during the Revolving Period, to the Lenders, ratably (based on the outstanding principal amount of the Revolving Loans of each Lender), an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vii) SEVENTH, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) EIGHTH, during the Amortization Period, to the Lenders, ratably (based on the outstanding principal amount of the Revolving Loans of each Lender), the Additional Principal Payment Amount, until the Aggregate Loan Amount has been reduced to zero; (ix) NINTH, ratably to the Lenders and the Backup Servicer, an amount equal to Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause THIRD above) due in respect of such Payment Date and unpaid from any prior Payment Date; (x) TENTH, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (xi) ELEVENTH, to the Backup Servicer, if it has become the Successor Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause FOURTH above and any such Servicing Fee unpaid from any prior Payment Date; (xii) TWELFTH, to any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than the Aggregate Loan Amount) until paid in full; and (xiii) THIRTEENTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower may, upon two Business Days’ prior written notice to the Deal Agent and the Lenders, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower shall distribute such amount ratably to the Lenders, as set forth a payment in clause reduction of the portion of the Aggregate Loan Amount funded or maintained by each such Lender. Notwithstanding anything in this Section 2.6(b) to the contrary, the Borrower shall not be required to effect any such withdrawal or make any such distribution until an officer of the Servicer or a representative of the Servicer designated by an officer of the Servicer has certified to the Borrower, the Collateral Agent, the Deal Agent and the Lenders in writing (xwhich shall include electronic transmission) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such payment, will be greater than the amount needed to make the payments required pursuant to Section 2.6(a)(i) through (xii). (c) (i) If on any Payment Date the amount paid pursuant to Section 2.6(a)(v) and (vi) is insufficient to cover all amounts due thereunder on such Payment Date, the Borrower (y) or (z) belowthe Collateral Agent, as applicable:) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or the Collateral Agent, as applicable) shall pay such amount ratably to the Lenders. (ii) If on any Payment Date during the Amortization Period, the amount paid pursuant to Section 2.6(a)(viii) is insufficient to reduce the Aggregate Loan Amount to zero, the Deal Agent (acting at the direction, or with the consent, of the Required Lenders acting in their respective sole discretion), may direct the Collateral Agent to withdraw any or all of the amount on deposit in the Reserve Account, and pay such amount ratably to the Lenders.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (orOn each Payment Date, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Custodian (which direction shall be deemed given upon receipt by the Collateral Custodian of the conditions precedent related Reporting Date Report) to pay pursuant to the latest Reporting Date Report (and the Collateral Custodian shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in Section 6.03 are satisfied on such dateReporting Date Report) to the following Persons, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) following amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i1) first, to the Servicer for Collateral Custodian and the payment of Securities Intermediary pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; (2) to the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicableHedge Counterparty, the aggregate net amount of Servicing Fees then due and payable for any prior Interest Period to the extent such amount has not been distributed to the ServicerHedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs); (ii3) to the Collateral Manager (including, for avoidance of doubt, the Replacement Servicer, if applicable), first, to pay any accrued and unpaid Collateral Management Fees and, second, to pay all documented fees and expenses of the Collateral Manager (including, without limitation, reasonable attorney’s fees, costs and expenses) in an aggregate amount with respect to such documented fees and expenses in any rolling 12-month period not greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $250,000; provided that so long as CM Investment Partners LLC is Collateral Manager, such fee shall be waived until such time as IM directs the Custodian otherwise; [Investcorp] Loan and Security Agreement (4) to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents; (5) to the Administrative Agent to be distributed pro rata to each Lender Lender, in an amount equal to (a) any accrued and other Credit Party unpaid Interest with respect to Advances made by such Lender, (ratably, b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs; (6) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement; (7) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to, if the Facility Amount has been terminated in whole pursuant to Section 2.3(c), the Advances Outstanding; (8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders; (9) to the Administrative Agent to be distributed pro rata to each Lender, if a Borrowing Base Deficiency exists, an amount necessary to reduce the Borrowing Base Deficiency to zero, pro rata in accordance with the amount of Advances Outstanding hereunder; (a) during the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause all amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (b) after the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (11) to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian and the Securities Intermediary, the Indemnified Parties, or the Secured Parties, as applicable, all other amounts then due and owing, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, Increased Costs, Taxes, indemnities, but other than the principal of Advances Outstanding, then due under this Agreement; and (12) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments. [Investcorp] Loan and Security Agreement (b) On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Reporting Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a), to the Collateral Custodian and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; (2) to the extent not paid pursuant to Section 2.7(a), to the Hedge Counterparty, the aggregate net unpaid amount then due and owingpayable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs); (3) to the extent not paid pursuant to Section 2.7(a), all to the Collateral Manager, in an amount equal to any accrued and unpaid InterestCollateral Management Fees; (4) to the extent not paid pursuant to Section 2.7(a), Fees to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents; (5) to the extent not paid pursuant to Section 2.7(a), to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such ▇▇▇▇▇▇, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Fees due Costs; (6) to such Lender and the extent not paid pursuant to Section 2.7(a), to the Hedge Counterparty, any other Credit Party for the immediately preceding Interest Period unpaid amounts (including any additional Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts or indemnified amounts then due and payable to the Borrower under Sections 5.03 and 13.01 in respect of such paymentsapplicable Hedging Agreement; (7) to the extent not paid pursuant to Section 2.7(a), plusto the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to if the Facility Amount has been terminated in whole pursuant to Section 2.3(c), the Advances Outstanding; (8) to the extent not paid pursuant to Section 2.7(a), to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders; [Investcorp] Loan and Security Agreement (9) (x) during the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause all amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (y) after the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (10) (a) during the Revolving Period, to the extent not paid pursuant to Section 2.7(a), to the Administrative Agent to be distributed pro rata to each Lender, if applicablea Borrowing Base Deficiency exists, an amount necessary to reduce the Borrowing Base Deficiency to zero, pro rata in accordance with the amount of any such InterestAdvances Outstanding hereunder and (b) after the end of the Revolving Period, Fees and Breakage Fees to the Lenders to pay the Advances Outstanding; (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments11) payable for any prior Interest Period to the extent such amount has not been paid pursuant to Section 2.7(a), to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Securities Intermediary, the Indemnified Parties, or the Secured Parties, all other amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel, but other than the principal of Advances Outstanding, then due under this Agreement; and (12) any remaining amounts shall be distributed to such Lender the Borrower or Credit Party; (iii) thirdany nominee thereof, as set forth in clause (x)which amounts may be used by the Borrower to make Restricted Payments, (y) or (z) belowprovided, as applicable:that Borrower shall first reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder.

Settlement Procedures. (a) The Servicer On each Payment Date, the Collateral Agent shall (based solely on the information set aside forth in the Monthly Report delivered on the related Determination Date) withdraw Available Funds and hold in trust for the benefit of the Secured Parties any Excess Reserve Amount (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application to be applied in accordance with Section 2.6(c)) and investment earnings on amounts on deposit in the priority of payments set forth below, all Collections on Pool Receivables that are received by Collection Account from the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on Collection Account and allocate and distribute such date, the Servicer may release amounts to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections applicable Person in the following order of priority: (i) firstFIRST, to the Collateral Agent and the Backup Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount so long as it has not been distributed become the Servicer hereunder, an amount equal to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all any accrued and unpaid Interest, Fees and Breakage Fees Backup Servicing Fee due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments)Payment Date, plusany unpaid Backup Servicing Fee from any prior Payment Date, if applicableany reasonable and documented out-of-pocket expenses incurred by the Backup Servicer and the Collateral Agent, and any accrued and unpaid Indemnified Amounts owed by the Borrower to the Backup Servicer and the Collateral Agent; provided, however, that solely prior to an Event of Default occurring, the amount of any such Interestexpenses and Indemnified Amounts shall be in an aggregate amount up to $17,000 per month; (ii) SECOND, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 due in respect of such payments) payable for Payment Date and any Servicing Fees unpaid from any prior Interest Period Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12, such amount shall not exceed the Capped Servicing Fee; and (B) to the extent such amount Backup Servicer, if it has not been distributed to such Lender or Credit Partybecome the Successor Servicer, any Transition Expenses; (iii) thirdTHIRD, on a pro rata basis, to each Class A Managing Agent (for the account of the applicable Class A Lenders in its related Class A Lender Group), an amount equal to the sum of all accrued and unpaid Capped Interest, Class A Program Fees and Class A Unused Fees due the Class A Lenders in its related Class A Lender Group in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (iv) FOURTH, on a pro rata basis, to each Class B Managing Agent (for the account of the applicable Class B Lenders in its related Class B Lender Group), an amount equal to the sum of all accrued and unpaid Capped Interest, Class B Program Fees and Class B Unused Fees due the Class B Lenders in its related Class B Lender Group in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (v) FIFTH, during the Revolving Period, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (vi) SIXTH, during the Revolving Period, on a pro rata basis, to each Class A Managing Agent (for the account of the applicable Class A Lenders in its related Class A Lender Group), an amount equal to the product of (i) the Class A Monthly Principal Amount for such Payment Date and (ii) the Class A Lender Group Percentage for such Class A Managing Agent’s Class A Lender Group; (vii) SEVENTH, during the Revolving Period, on a pro rata basis, to each Class B Managing Agent (for the account of the applicable Class B Lenders in its related Class A Lender Group), an amount equal to the product of (i) the Class B Monthly Principal Amount for such Payment Date and (ii) the Class B Lender Group Percentage for such Class B Managing Agent’s Class B Lender Group; (viii) EIGHTH, during the Amortization Period, on a pro rata basis, to each Class A Managing Agent (for the account of the applicable Class A Lenders in its related Class A Lender Group), an amount equal to the product of (i) the Class A Aggregate Loan Amount and (ii) the Class A Lender Group Percentage for such Class A Managing Agent’s Class A Lender Group, until the Class A Aggregate Loan Amount has been reduced to zero; (ix) NINTH, during the Amortization Period, on a pro rata basis, to each Class B Managing Agent (for the account of the applicable Class B Lenders in its related Class B Lender Group), an amount equal to the product of (i) the Class B Aggregate Loan Amount and (ii) the Class B Lender Group Percentage for such Class B Managing Agent’s Class B Lender Group, until the Class B Aggregate Loan Amount has been reduced to zero; (x) TENTH, (1) first, to each Class A Managing Agent (for the account of the applicable Class A Lenders in its related Class A Lender Group), any Interest not paid to the Class A Lenders in its related Class A Lender Group pursuant to clause THIRD above in respect of such Payment Date and (2) second, to each Class B Managing Agent (for the account of the applicable Class B Lenders in its related Class B Lender Group), any Interest not paid to the Class B Lenders in its related Class B Lender Group pursuant to clause FOURTH above in respect of such Payment Date; (xi) ELEVENTH, if any Increased Costs, Additional Amounts or Indemnified Amounts (other than any such amounts payable pursuant to FIRST through TENTH above) are then due and payable, in the following order of priority, (x) first, on a pro rata basis, to the Deal Agent, each Class A Managing Agent, each Class A Lender, each applicable Liquidity Provider with respect to a Conduit Lender that is a Class A Lender, the Backup Servicer and any Successor Servicer, an amount equal to any Increased Costs, Additional Amounts and Indemnified Amounts due any such Person in respect of such Payment Date and any such amounts unpaid from any prior Payment Date and (y) second, on a pro rata basis, to each Class B Managing Agent, Class B Lender and each applicable Liquidity Provider with respect to a Conduit Lender that is a Class B Lender, an amount equal to any Increased Costs, Additional Amounts and Indemnified Amounts due any such Person in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (xii) TWELFTH, to the Backup Servicer and the Collateral Agent, any expenses and Indemnified Amounts not paid pursuant to clause FIRST above; (xiii) THIRTEENTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause SECOND above and any such Servicing Fee unpaid from any prior Payment Date; (xiv) FOURTEENTH, to any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than the Aggregate Loan Amount) until paid in full; and (xv) FIFTEENTH, to the Borrower any remaining amounts. Each Managing Agent shall distribute all payments received by it pursuant to Section 2.6(a) to the Lenders in its related Lender Group as follows: (i) in the case of Interest, Program Fees and Unused Fees, to the respective Lenders in its Lender Group ratably based on the amounts due and payable to each such Lender and (ii) in the case of principal, as such Managing Agent determines in consultation with the Lenders in such Lender Group. (b) Prior to the Amortization Period, one (1) Business Day per calendar month, the date of which is to be chosen by the Borrower, the Collateral Agent shall, upon prior written notice to each Managing Agent and two (2) Business Days’ prior written request of the Borrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Collateral Agent shall distribute such amount pursuant to written direction from the Borrower to each Managing Agent (for the account of the Lenders in its related Lender Group), ratably based on the aggregate of the Invested Percentages of the Lenders in such Managing Agent’s related Lender Group, to be distributed by each Managing Agent to the Lenders in its related Lender Group (as determined by such Managing Agent in consultation with the Lenders in such Lender Group), as a payment in reduction of the portion of the Aggregate Loan Amount funded or maintained by the Lenders in such Lender Group. Notwithstanding anything in this Section 2.6(b) to the contrary, the Collateral Agent shall not be required to effect any such withdrawal or make any such distribution until a Responsible Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent, the Deal Agent and each Managing Agent in writing (which shall include electronic transmission) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such payment, will be greater than the amount needed to make the payments required pursuant to Sections 2.6(a)(i) through (xiv). (d) If on any Payment Date (before giving effect to any Reserve Advance on such Payment Date) the amounts paid pursuant to Sections 2.6(a)(iii), (iv), (vi) and (vii) are insufficient to cover all amounts due thereunder on such Payment Date, the Collateral Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account to be included in Available Funds for such Payment Date. (i) If on any Payment Date during the Amortization Period, the amounts paid pursuant to Section 2.6(a)(viii) and (ix) are insufficient to reduce the Class A Aggregate Loan Amount and the Class B Aggregate Loan Amount, respectively, to zero, the Deal Agent (acting at the direction, or with the consent, of the Required Lenders acting in their respective sole discretion) may direct the Collateral Agent to withdraw any or all of the amount on deposit in the Reserve Account, and pay such amount in the order of priority set forth in clause Section 2.6(a)(viii) and (xix), (y) or (z) below, as applicable:.

Settlement Procedures. (a) The Servicer On each Payment Date, the Borrower (or at all times after the occurrence and continuance of a Termination Event, the Collateral Agent) shall set aside withdraw Available Funds and hold in trust for the benefit of the Secured Parties any Excess Reserve Amount (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application to be applied in accordance with Section 2.6(c)) and investment earnings on amounts on deposit in the priority of payments set forth below, all Collections on Pool Receivables that are received by Collection Account from the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on Collection Account and allocate and distribute such date, the Servicer may release amounts to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections applicable Person in the following order of priority: (i) firstFirst, to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicable, the amount exclusive of Servicing Fees payable for termination payments) unpaid from any prior Interest Period to the extent such amount has not been distributed to the Servicer)Payment Date; (ii) secondSecond, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party[Reserved]; (iii) thirdThird, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to Computershare up to $17,000, monthly; (iv) Fourth, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (v) Fifth, to the Lenders, ratably, an amount equal to the sum of any accrued and unpaid (A) Interest and Breakage Costs, (B) Program Fee, and (C) Unused Fee due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (vi) Sixth, during the Revolving Period, to the Lenders, ratably (based on the outstanding principal amount of the Revolving Loans of each Lender), an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vii) Seventh, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) Eighth, during the Amortization Period, to the Lenders, ratably (based on the outstanding principal amount of the Revolving Loans of each Lender), the Additional Principal Payment Amount, until the Aggregate Loan Amount has been reduced to zero; (ix) Ninth, ratably to the Lenders and the Backup Servicer, an amount equal to Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause Third above) due in respect of such Payment Date and unpaid from any prior Payment Date; (x) Tenth, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (xi) Eleventh, to the Backup Servicer, if it has become the Successor Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause Fourth above and any such Servicing Fee unpaid from any prior Payment Date; (xii) Twelfth, to any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than the Aggregate Loan Amount) until paid in full; and (xiii) Thirteenth, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower may, upon two Business Days’ prior written notice to the Deal Agent and the Lenders, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower shall distribute such amount ratably to the Lenders, as set forth a payment in clause reduction of the portion of the Aggregate Loan Amount funded or maintained by each such Lender. Notwithstanding anything in this Section 2.6(b) to the contrary, the Borrower shall not be required to effect any such withdrawal or make any such distribution until an officer of the Servicer or a representative of the Servicer designated by an officer of the Servicer has certified to the Borrower, the Collateral Agent, the Deal Agent and the Lenders in writing (xwhich shall include electronic transmission) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such payment, will be greater than the amount needed to make the payments required pursuant to Section 2.6(a)(i) through (xii). (c) (i) If on any Payment Date the amount paid pursuant to Section 2.6(a)(v) and (vi) is insufficient to cover all amounts due thereunder on such Payment Date, the Borrower (y) or (z) belowthe Collateral Agent, as applicable:) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or the Collateral Agent, as applicable) shall pay such amount ratably to the Lenders.

Settlement Procedures. (a) The Servicer On each Payment Date, the Borrower (or at all times after the occurrence and continuance of a Termination Event, the Collateral Agent) shall set aside withdraw Available Funds and hold in trust for the benefit of the Secured Parties any Excess Reserve Amount (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application to be applied in accordance with Section 2.6(c)) and investment earnings on amounts on deposit in the priority of payments set forth below, all Collections on Pool Receivables that are received by Collection Account from the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on Collection Account and allocate and distribute such date, the Servicer may release amounts to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections applicable Person in the following order of priority: (i) firstFirst, to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicable, the amount exclusive of Servicing Fees payable for termination payments) unpaid from any prior Interest Period to the extent such amount has not been distributed to the Servicer)Payment Date; (ii) secondSecond, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party[Reserved]; (iii) thirdThird, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to ▇▇▇▇▇ Fargo in an aggregate amount up to $17,000 per month (the “Cap”); provided, however, that in the event of an acceleration resulting from a Termination Event specified under Section 9.1(e)(i) or Section 9.1(g) hereunder, such Cap will not apply; (iv) Fourth, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (v) Fifth, to the Lenders, ratably, an amount equal to the sum of any accrued and unpaid (A) Interest and Breakage Costs, (B) Program Fee, and (C) Unused Fee due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (vi) Sixth, during the Revolving Period, to the Lenders, ratably (based on the outstanding principal amount of the Revolving Loans of each Lender), an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vii) Seventh, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) Eighth, during the Amortization Period, to the Lenders, ratably (based on the outstanding principal amount of the Revolving Loans of each Lender), the Additional Principal Payment Amount, until the Aggregate Loan Amount has been reduced to zero; (ix) Ninth, ratably to the Lenders and the Backup Servicer, an amount equal to Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause Third above) due in respect of such Payment Date and unpaid from any prior Payment Date; (x) Tenth, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and, (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)) and (C) at the election of the Borrower (or the Servicer, on its behalf), an amount up to the Excess Reserve Maximum Amount; (xi) Eleventh, to the Backup Servicer, if it has become the Successor Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause Fourth above and any such Servicing Fee unpaid from any prior Payment Date; (xii) Twelfth, to any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than the Aggregate Loan Amount) until paid in full; and (xiii) Thirteenth, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower may, upon two Business Days’ prior written notice to the Deal Agent and the Lenders, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower shall distribute such amount ratably to the Lenders, as set forth a payment in clause reduction of the portion of the Aggregate Loan Amount funded or maintained by each such Lender. Notwithstanding anything in this Section 2.6(b) to the contrary, the Borrower shall not be required to effect any such withdrawal or make any such distribution until an officer of the Servicer or a representative of the Servicer designated by an officer of the Servicer has certified to the Borrower, the Collateral Agent, the Deal Agent and the Lenders in writing (xwhich shall include electronic transmission) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such payment, will be greater than the amount needed to make the payments required pursuant to Section 2.6(a)(i) through (xii). (c) (i) If on any Payment Date the amount paid pursuant to Section 2.6(a)(v) and (vi) is insufficient to cover all amounts due thereunder on such Payment Date, the Borrower (y) or (z) belowthe Collateral Agent, as applicable:) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or the Collateral Agent, as applicable) shall pay such amount ratably to the Lenders.

Settlement Procedures. No later than 11:00 a.m. (aNew York City time) The Servicer shall set aside (x) on each Payment Date and hold in trust for (y) solely with respect to the benefit payment of the Secured Parties Supplemental Fees pursuant to clause (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth a)(ii) below, all Collections on Pool Receivables that are received by the Servicer 15th calendar day of each calendar month (or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with is not a Business Day the terms of the Purchase immediately succeeding Business Day) beginning on August 16, 2021 and Sale Agreement or ending on July 15, 2022 (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such releaseeach, a “ReleaseSupplemental Fee Payment Date”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) Paying Agent shall, distribute from the Collection Account, to the extent of available funds (such Collections amounts being the “Available Collections”) disburse the following amounts in the following order of priority: (a) During the Revolving Period, and in each case unless otherwise specified below, applying Available Collections: (i) firstFirst, ratably, (A) to the Servicer Bank Parties in an amount equal to any accrued and unpaid Bank Fees and Expenses, if any, for the payment of thereof in an aggregate amount not to exceed the accrued Servicing Bank Fees payable for and Expenses and the immediately preceding Interest Period Administrative Expense Cap, and (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period B) to the extent such Administrative Agent, in an amount has not been distributed equal to the Servicer)any accrued and unpaid Administrative Agent Fee and Administrative Expenses; (ii) secondSecond, to the Administrative Agent for payment to each Managing Agent, on behalf of the related Lenders, and the Swingline Lender and other Credit Party (ratably, based on the in an amount then due and owing), all equal to any accrued and unpaid Interest, Fees Unused Fee that is due on such Payment Date and Breakage Fees any accrued and unpaid Supplemental Fee that is due to on such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit PartySupplemental Fee Payment Date; (iii) thirdThird, as set forth first, to the Administrative Agent for payment to each Managing Agent, on behalf of the related Lenders, an amount equal to the excess, if any, of Advances Outstanding over the Maximum Availability, pro rata; provided, however, that to the extent that (i) the Termination Date has not occurred and (ii) Advances Outstanding exceed the Facility Amount due to one or more Lenders becoming Non-Renewing Lenders, to each Managing Agent on behalf of such Non-Renewing Lenders only, pro rata in clause accordance with their Advances Outstanding; (xiv) Fourth, to the Administrative Agent for payment to each Managing Agent, on behalf of the related Lenders, in the amount of Increased Costs, and/or Taxes (if any); (v) Fifth, to the Administrative Agent, all other amounts or Obligations then due under this Agreement or the other Transaction Documents to the Administrative Agent, the Lenders, the Affected Parties or Indemnified Parties, each for the payment thereof; (vi) Sixth, to the Bank Parties, all other amounts then due under this Agreement or the other Transaction Documents to the Bank Parties, for the payment thereof; and (vii) Seventh, all remaining amounts to the Borrower. (b) During the Amortization Period, to the extent of Available Collections: (i) First, ratably, (yA) or to the Bank Parties in an amount equal to any accrued and unpaid Bank Fees and Expenses, if any, for the payment thereof in an aggregate amount not to exceed the Bank Fees and Expenses and the Administrative Expense Cap, provided, that if the Advances have been accelerated following the occurrence and during the continuance of an Event of Default, and the sale of the Collateral has commenced in connection therewith, such limitations specified therein shall not be given any effect, and (zB) belowto the Administrative Agent, as applicable:in an amount equal to any accrued and unpaid Administrative Agent Fee and Administrative Expenses; (ii) Second, to the Administrative Agent for payment to each Managing Agent, on behalf of the related Lenders, and the Swingline Lender in an amount equal to any accrued and unpaid Interest for such Payment Date;

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Payment Date, the Servicer (or, following its assumption of control of the Lock-Box Accountsshall determine, the Administrative portion of Available Funds which are Income Collections with respect to such Payment Date and shall so notify the Collateral Agent) shall. On such Payment Date, the Collateral Agent shall withdraw such amount of Income Collections and any Excess Reserve Amount, Reserve Advances and Servicer Advances and investment earnings on amounts on deposit in the Collection Account from the Collection Account and allocate and distribute such Collections amounts to the applicable Person in the following order of priority: (i) FIRST, to the Servicer, an amount equal to any Unreimbursed Servicer Advances; (ii) SECOND, to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; (iii) THIRD, to the extent not paid by CAC in accordance with the terms of the Backup Servicing Agreement, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date and any unpaid Backup Servicing Fee from any prior Payment Date; (iv) FOURTH, (X) to the Deal Agent for the account of the Lenders, an amount equal to the sum of any accrued and unpaid (A) Yield and Breakage Costs, (B) the Program Fee and (C) Increased Costs, Indemnified Amounts and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date and (Y) to the Hedge Counterparty, any accrued and unpaid Hedge Costs (exclusive of any termination payments) in respect of such Payment Date and any unpaid Hedge Costs from any prior Payment Date; (v) FIFTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause SECOND above and any such Servicing Fee unpaid from any prior Payment Date; (vi) SIXTH, to the Reserve Account, an amount equal to any outstanding Reserve Advances; (vii) SEVENTH, all remaining amounts (i) first, to the Servicer Deal Agent for the payment account of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the Lenders in an amount of Servicing Fees payable for any prior Interest Period equal to the extent such amount outstanding Capital until Capital has not been distributed reduced to the Servicer); zero and (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party Deal Agent for the immediately preceding Interest Period account of any other applicable Person, in an amount equal to all other Aggregate Unpaids until paid in full; (including viii) EIGHTH, to the Backup Servicer, any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 Monthly Servicing Fee (as defined in the Backup Servicing Agreement) owed to the Backup Servicer due in respect of such paymentsPayment Date and any unpaid Monthly Servicing Fee (as defined in the Backup Servicing Agreement) from any prior Payment Date and not paid pursuant to clauses (i) or (v); and (ix) NINTH, plus, if applicableto the Borrower any remaining amounts. (b) On each Payment Date, the Servicer shall determine the portion of Available Funds which are Principal Collections and shall so notify the Collateral Agent. On such Payment Date, the Collateral Agent shall withdraw such amount of Principal Collections and any Excess Reserve Amount, Reserve Advances and Servicer Advances and the amounts described in clauses (iii) and (iv) of Available Funds from the Collection Account and allocate and distribute such Interestamounts to the applicable Person, Fees in the following order of priority: (i) FIRST, to the Deal Agent (X) for payment to the Lenders an amount equal to any accrued and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 unpaid Carrying Costs due in respect of such Payment Date and any Carrying Costs unpaid from any prior Payment Date and (Y) to the Hedge Counterparty, an amount equal to any accrued and unpaid Hedge Costs (exclusive of any termination payments) payable for due in respect of such Payment Date and any Hedge Costs (exclusive of any termination payments) unpaid from any prior Interest Period Payment Date; (ii) SECOND, to the extent such amount Deal Agent for payment to the Lenders, all remaining amounts, in reduction of the aggregate Capital until Capital has not been distributed reduced to such Lender or Credit Partyzero; (iii) thirdTHIRD, to the Backup Servicer, any Monthly Servicing Fee (as defined in the Backup Servicing Agreement) owed to the Backup Servicer due in respect of such Payment Date and any unpaid Monthly Servicing Fee (as defined in the Backup Servicing Agreement) from any prior Payment Date and not paid pursuant to Section 2.7(a). (iv) FOURTH, to the Deal Agent for payment to the Lenders, the Affected Parties, the Backup Servicer or the Indemnified Parties, as applicable, all other Aggregate Unpaids (other than Capital) then due to such party under this Agreement; and (v) FIFTH, upon the payment in full of all Aggregate Unpaids, first, to the Servicer, any Re-Liening Expenses and second, to the Borrower any remaini▇▇ ▇▇▇▇nts. (i) If on any Payment Date the amount paid pursuant to Section 2.7(b)(i) is insufficient to cover all Carrying Costs due, on such Payment Date the Collateral Agent shall withdraw from the Reserve Account an amount equal to such shortfall (such withdrawal, a "Reserve Advance") and deposit such amount to the Collection Account. The Collateral Agent shall pay such amount to the Deal Agent for payment to the Lenders. (ii) If on any Payment Date the amount on deposit in the Reserve Account is insufficient to pay the insufficiency set forth in clause (xSection 2.7(c)(i), on or prior to 9:00 a.m. (yCharlotte, North Carolina time) the Servicer shall deposit to the Collection Account an amount equal to such insufficiency (each, a "Servicer Advance"), and the Collateral Agent shall pay such amount to the Deal Agent for payment to the Lenders. The Servicer shall not be required to make any Servicer Advance to the extent it does not reasonably deem such amount to be recoverable from future collections on the Loans. (iii) If on any Payment Date the amount paid pursuant to Section 2.7(b)(ii) is insufficient to reduce Capital to zero, the Deal Agent, in its sole discretion, may direct the Collateral Agent to withdraw any or (z) belowall of the amount on deposit in the Reserve Account, as applicable:and pay such amount to the Deal Agent, for payment to the Lenders.

Settlement Procedures. (a) The Servicer On each Payment Date, the Collateral Agent shall set aside withdraw Available Funds and hold in trust for the benefit of the Secured Parties any Excess Reserve Amount (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application to be applied in accordance with Section 2.6(c)) and investment earnings on amounts on deposit in the priority of payments set forth below, all Collections on Pool Receivables that are received by Collection Account from the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on Collection Account and allocate and distribute such date, the Servicer may release amounts to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections applicable Person in the following order of priority: (i) firstFirst, to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicable, the amount exclusive of Servicing Fees payable for termination payments) unpaid from any prior Interest Period to the extent such amount has not been distributed to the Servicer)Payment Date; (ii) secondSecond, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party[Reserved]; (iii) thirdThird, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to ▇▇▇▇▇ Fargo up to $17,000, monthly; (iv) Fourth, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (v) Fifth, to the Deal Agent for the account of the Lender, an amount equal to the sum of any accrued and unpaid (A) Interest and Breakage Costs, (B) the Program Fee, and (C) the Unused Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (vi) Sixth, during the Revolving Period, to the Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vii) Seventh, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) Eighth, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until the Aggregate Loan Amount has been reduced to zero; (ix) Ninth, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause Third above) due in respect of such Payment Date and unpaid from any prior Payment Date; (x) Tenth, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (xi) Eleventh, to the Backup Servicer, if it has become the Successor Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause Fourth above and any such Servicing Fee unpaid from any prior Payment Date; (xii) Twelfth, to any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than the Aggregate Loan Amount) until paid in full; and (xiii) Thirteenth, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Collateral Agent shall, upon two Business Days' prior written request of the Borrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Collateral Agent shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender, as set forth a payment in clause reduction of the Aggregate Loan Amount. Notwithstanding anything in this Section 2.6(b) to the contrary, the Collateral Agent shall not be required to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by an Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (xwhich shall include electronic transmission) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such payment, will be greater than the amount needed to make the payments required pursuant to Section 2.6(a)(i) through (xii). (c) (i) If on any Payment Date the amount paid pursuant to Section 2.6(a)(v) and (vi) is insufficient to cover all amounts due thereunder on such Payment Date, the Collateral Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (ysuch withdrawal, a “Reserve Advance”) or (z) below, as applicable:and deposit such amount to the Collection Account. The Collateral Agent shall pay such amount to the Deal Agent for payment to the Lender.

Settlement Procedures. (a) The On each Payment Date, the Collateral Agent shall withdraw Available Funds and any Excess Reserve Amount and Servicer shall set aside and hold in trust for the benefit of the Secured Parties Advances (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application to be applied in accordance with Section 2.7(c)) and investment earnings on amounts on deposit in the priority of payments set forth below, all Collections on Pool Receivables that are received by Collection Account from the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on Collection Account and allocate and distribute such date, the Servicer may release amounts to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections applicable Person in the following order of priority: (i) firstFIRST, to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicable, the amount exclusive of Servicing Fees payable for termination payments) unpaid from any prior Interest Period to the extent such amount has not been distributed to the Servicer);Payment Date. (ii) secondSECOND, to each Lender and other Credit Party (ratablythe Servicer, based on the an amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due equal to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit PartyUnreimbursed Servicer Advances; (iii) thirdTHIRD, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (iv) FOURTH, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (v) FIFTH, to the Deal Agent for the account of the Lenders, an amount equal to the sum of any accrued and unpaid (A) Yield and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (vi) SIXTH, during the Revolving Period, to the Deal Agent for the account of the Lenders, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vii) SEVENTH, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) EIGHTH, (i) during the Revolving Period with respect to each Dissenting Investor, pro rata, an amount equal to its outstanding Capital until such Dissenting Investor’s Capital has been reduced to zero and (ii) during the Amortization Period, to the Deal Agent for the account of the Lenders, pro rata, the Additional Principal Payment Amount, until Capital has been reduced to zero; (ix) NINTH, to the Deal Agent for the account of the Lenders and the Backup Servicer, an amount equal to Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause THIRD above) due in respect of such Payment Date and unpaid from any prior Payment Date; (x) TENTH, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (xi) ELEVENTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause FOURTH above and any such Servicing Fee unpaid from any prior Payment Date; (xii) TWELFTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xiii) THIRTEENTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Collateral Agent shall, upon two Business Days’ prior written request of the Borrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Collateral Agent shall distribute such amount to the Deal Agent for the account of the Lenders, to be distributed by the Deal Agent to the Lenders, pro rata, as set forth a payment in clause reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Collateral Agent shall not be required to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by an Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (xwhich shall include electronic transmission) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such payment, will be greater than the amount needed to make the payments required pursuant to Section 2.7(a)(i) through (xii). (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(v) and (vi) is insufficient to cover all amounts due thereunder on such Payment Date the Collateral Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, (ya “Reserve Advance”) or (z) below, as applicable:and deposit such amount to the Collection Account. The Collateral Agent shall pay such amount to the Deal Agent for payment to the Lenders.

Settlement Procedures. On each Payment Date, no later than 11:00 a.m. (aNew York City time) The Servicer shall set aside and hold in trust for the benefit of Paying Agent shall, from the Secured Parties (orCollection Account, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from extent of available funds (such Collections amounts being the amount (if any“Available Collections”) necessary to pay (i) disburse the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) following amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (a) During the Revolving Period, and in each case unless otherwise specified below, applying Available Collections: (i) firstFIRST, ratably, (A) to the Servicer Bank Parties in an amount equal to any accrued and unpaid Bank Fees and Expenses, if any, for the payment of thereof in an aggregate amount not to exceed the accrued Servicing Bank Fees payable for and Expenses and the immediately preceding Interest Period Administrative Expense Cap, and (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period B) to the extent such Administrative Agent, in an amount has not been distributed equal to the Servicer)any accrued and unpaid Administrative Agent Fee and Administrative Expenses; (ii) secondSECOND, to the Administrative Agent for payment to each Lender and other Credit Party (ratablyManaging Agent, based on behalf of the related Lenders, in an amount then due and owing), all equal to any accrued and unpaid Interest, Fees Unused Fee and Breakage Fees due to Minimum Earnings Fee for such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit PartyPayment Date; (iii) thirdTHIRD, as set forth first, to the Administrative Agent for payment to each Managing Agent, on behalf of the related Lenders, an amount equal to the excess, if any, of Advances Outstanding over the Maximum Availability, pro rata; provided, however, that to the extent that (i) the Termination Date has not occurred and (ii) Advances Outstanding exceed the Facility Amount due to one or more Lenders becoming Non-Renewing Lenders, to each Managing Agent on behalf of such Non-Renewing Lenders only, pro rata in clause accordance with their Advances Outstanding; (xiv) FOURTH, to the Administrative Agent for payment to each Managing Agent, on behalf of the related Lenders, in the amount of Increased Costs, and/or Taxes (if any); (v) FIFTH, to the Administrative Agent, all other amounts or Obligations then due under this Agreement or the other Transaction Documents to the Administrative Agent, the Lenders, the Affected Parties or Indemnified Parties, each for the payment thereof; (vi) SIXTH, to the Bank Parties, all other amounts then due under this Agreement or the other Transaction Documents to the Bank Parties, for the payment thereof; and (vii) SEVENTH, all remaining amounts to the Borrower. (b) During the Amortization Period, to the extent of Available Collections: (i) FIRST, ratably, (yA) to the Bank Parties in an amount equal to any accrued and unpaid Bank Fees and Expenses, if any, for the payment thereof in an aggregate amount not to exceed the Bank Fees and Expenses and the Administrative Expense Cap, provided, that if the Advances have been accelerated following the occurrence and during the continuance of an Event of Default, and the sale of the Collateral has commenced in connection therewith, such limitations specified therein shall not be given any effect, and (B) to the Administrative Agent, in an amount equal to any accrued and unpaid Administrative Agent Fee and Administrative Expenses; (ii) SECOND, to the Administrative Agent for payment to each Managing Agent, on behalf of the related Lenders, in an amount equal to any accrued and unpaid Interest for such Payment Date; (iii) THIRD, to the Administrative Agent for ratable payment to each Managing Agent, on behalf of the related Lenders, in an amount to reduce Advances Outstanding to zero and to pay any other Obligations in full; (iv) FOURTH, to the Administrative Agent for payment to each Managing Agent, on behalf of the related Lenders, in the amount of Increased Costs and/or Taxes (if any); (v) FIFTH, to the Administrative Agent, all other amounts or Obligations then due under this Agreement or the other Transaction Documents to the Administrative Agent, the Lenders, the Affected Parties or Indemnified Parties, each for the payment thereof; (zvi) belowSIXTH, as applicable:to the Bank Parties, all other amounts then due under this Agreement or the other Transaction Documents to the Bank Parties, for the payment thereof; and (vii) SEVENTH, all remaining amounts to the Borrower.

Settlement Procedures. (a) The Servicer Any Collections of Purchased Receivables received (or deemed to have been received, including without limitation any Collections deemed to have been received pursuant to Section 2.04(d)) by the Seller shall set aside and hold in trust for be remitted directly to the benefit Collateral Agent on behalf of the Secured Parties (or, if so requested Purchasers by the Administrative Agent, segregate depositing such Collections in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box Account within one Business Day of Seller’s receipt (or Lock-Box deemed receipt) thereof. On each Payment Date, the Seller shall direct the Collateral Agent to withdraw from the Collection Account; provided, however, that so long as each and pay on behalf of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release Seller to the Borrower from such Collections the amount (if any) necessary to pay each Purchaser (i) Yield on all outstanding Capital the purchase price Fixed Period for Receivables purchased by the Borrower which ends on such date in accordance with the terms of the Purchase and Sale Agreement or plus (ii) amounts owing by to each Conduit Purchaser, the Borrower CP Dealer Fees, if any, on any Commercial Paper maturing on such date and raised to the Originators under the Subordinated Notes (each fund such release, a “Release”)Capital. On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box AccountsSeller shall pay to ING, the Administrative AgentING Yield, if any. (b) shallOn each Settlement Date to occur prior to the Designated Termination Date, distribute such Collections in the following order of prioritySeller shall either: (i) firstif each Managing Agent has consented thereto, sell additional Receivables hereunder in accordance with the procedures and subject to the Servicer for conditions set forth in Section 2.01 such that, immediately following such Receivables Purchase, the payment Capital Limit equals or exceeds outstanding Capital and the ING Capital Limit equals or exceeds the outstanding ING Capital, in which event the Collateral Agent shall, subject to the order of priority set forth in Section 6.11(b), remit the Collections set aside to the Seller in consideration of the accrued Servicing Fees payable purchase price for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer);Receivables Purchase; or (ii) secondif each Managing Agent has not consented to such additional purchase, out of the Collections set aside, subject to each Lender and other Credit Party (ratably, based on the amount then due and owingorder of priority set forth in Section 6.11(b), all direct the Collateral Agent to apply an amount of such Collections toward the reduction of outstanding Capital, or ING Capital, as applicable, such that, following the application of such Collections to outstanding Capital or ING Capital, the Capital Limit equals or exceeds the outstanding Capital and the ING Capital Limit equals or exceeds the outstanding ING Capital. Each reduction of Capital pursuant to this Section 2.04(b)(ii) shall be made ratably to the Purchasers in accordance with their respective Pro Rata Shares, and each payment of the above-described amount of Capital to any Purchaser shall be accompanied by payment of an amount of such Collections equal to Yield accrued and unpaid Interest, Fees and Breakage Fees due or to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 accrue in respect of such paymentsamount of Capital through the end of the Fixed Period(s) to which such Capital is allocated (without duplication, however, of any amounts paid to such Purchaser pursuant to Section 6.11(b)(ii)). (c) [Reserved] (d) If on any day the Outstanding Balance of any Purchased Receivable is either (i) reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed merchandise, any defective or rejected services, any cash discount or any other adjustment made or performed by the Seller or any other Person (including, without limitation, those described in the definition of “Dilution Factors”), plusor (ii) reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof against the Seller or any other Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), if applicable, the Seller shall be deemed to have received on such day a Collection of such Purchased Receivable in the amount of such reduction, cancellation or adjustment. If on any day any of the representations or warranties in Section 4.01(g) is no longer true with respect to a Purchased Receivable or if the Seller has breached its obligations under Section 5.01(j), then the Seller shall be deemed to have received on such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect day a Collection of such paymentsPurchased Receivable: (x) payable for any prior Interest Period if such representation, warranty or covenant relates to the extent non-existence of any Adverse Claims, the Seller shall be deemed to have received a Collection of such Purchased Receivable in the dollar amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), of the Adverse Claims attaching thereto and (y) if such representation or warranty relates to the validity or perfection of the transfer of such Purchased Receivable under this Receivables Purchase Agreement or the perfection of the Collateral Agent’s security interest in any Equipment as against the Obligor thereunder, then the Seller shall be deemed to have received a Collection of such Purchased Receivable in an amount equal to the Outstanding Balance thereof. To the extent that any such deemed Collection reduces the Outstanding Balance of such Purchased Receivable to zero, then, upon the Seller’s payment to the Collateral Agent of such deemed Collection, the Collateral Agent shall re-assign to the Seller all of its right, title and interest in and to the relevant Purchased Receivable, the Contract under which such Purchased Receivable arose and the Related Security relating thereto. (e) Although the Originator, the Seller and the Purchasers agree that the Originator shall have no right to terminate, reject or not assume a Contract, if the Originator in its capacity as Servicer (or its successor in interest, including a trustee appointed under the Bankruptcy Code) terminates, rejects or does not assume a Contract, in whole or in part, prior to the expiration of the original term of such Contract, whether such rejection, termination or non-assumption is made pursuant to an equitable cause, statute, regulation, judicial proceeding or other applicable law (including, without limitation, Section 365 of the Bankruptcy Code), then (i) the Seller shall be deemed to have received Collections with respect to Purchased Receivables arising under such Contract in an amount equal to (A) in the event of a prepayment or termination consented to by the Originator at the Obligor’s request, the excess, if any, of the Termination Amount over all amounts paid by the Obligor on account of such termination or (zB) belowin the event of any other rejection or non-assumption the amount of the Outstanding Balance thereof that has not been, or may not be paid as applicable:a result of such rejection, termination or non-assumption. Upon the Seller’s payment of any such deemed Collections described in this Section 2.05(e), the Collateral Agent shall re-assign to the Seller all of its right, title and interest in and to the relevant Purchased Receivable or Purchased Receivables, the Contracts under which such Purchased Receivable(s) arose and the Related Security relating thereto.

Settlement Procedures. (a) The Servicer On each Payment Date, the Borrower (or at all times after the occurrence and continuance of a Termination Event, the Collateral Agent) shall set aside withdraw Available Funds and hold in trust for the benefit of the Secured Parties any Excess Reserve Amount (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application to be applied in accordance with Section 2.6(c)) and investment earnings on amounts on deposit in the priority of payments set forth below, all Collections on Pool Receivables that are received by Collection Account from the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on Collection Account and allocate and distribute such date, the Servicer may release amounts to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections applicable Person in the following order of priority: (i) firstFirst, to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicable, the amount exclusive of Servicing Fees payable for termination payments) unpaid from any prior Interest Period to the extent such amount has not been distributed to the Servicer)Payment Date; (ii) secondSecond, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party[Reserved]; (iii) thirdThird, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to ▇▇▇▇▇ Fargo in an aggregate amount up to $17,000 per month (the “Cap”); provided, however, that in the event of an acceleration resulting from a Termination Event specified under Section 9.1(e)(i) or Section 9.1(g) hereunder, such Cap will not apply; (iv) Fourth, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (v) Fifth, to the Lenders, ratably, an amount equal to the sum of any accrued and unpaid (A) Interest and Breakage Costs, (B) Program Fee, and (C) Unused Fee due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (vi) Sixth, during the Revolving Period, to the Lenders, ratably (based on the outstanding principal amount of the Revolving Loans of each Lender), an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vii) Seventh, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) Eighth, during the Amortization Period, to the Lenders, ratably (based on the outstanding principal amount of the Revolving Loans of each Lender), the Additional Principal Payment Amount, until the Aggregate Loan Amount has been reduced to zero; (ix) Ninth, ratably to the Lenders and the Backup Servicer, an amount equal to Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause Third above) due in respect of such Payment Date and unpaid from any prior Payment Date; (x) Tenth, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (xi) Eleventh, to the Backup Servicer, if it has become the Successor Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause Fourth above and any such Servicing Fee unpaid from any prior Payment Date; (xii) Twelfth, to any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than the Aggregate Loan Amount) until paid in full; and (xiii) Thirteenth, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower may, upon two Business Days’ prior written notice to the Deal Agent and the Lenders, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower shall distribute such amount ratably to the Lenders, as set forth a payment in clause reduction of the portion of the Aggregate Loan Amount funded or maintained by each such Lender. Notwithstanding anything in this Section 2.6(b) to the contrary, the Borrower shall not be required to effect any such withdrawal or make any such distribution until an officer of the Servicer or a representative of the Servicer designated by an officer of the Servicer has certified to the Borrower, the Collateral Agent, the Deal Agent and the Lenders in writing (xwhich shall include electronic transmission) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such payment, will be greater than the amount needed to make the payments required pursuant to Section 2.6(a)(i) through (xii). (c) (i) If on any Payment Date the amount paid pursuant to Section 2.6(a)(v) and (vi) is insufficient to cover all amounts due thereunder on such Payment Date, the Borrower (y) or (z) belowthe Collateral Agent, as applicable:) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or the Collateral Agent, as applicable) shall pay such amount ratably to the Lenders.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (orOn each Payment Date, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each no Event of Default has occurred and is continuing, the conditions precedent Collateral Administrator shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in Section 6.03 are satisfied on such dateBorrowing Base Certificate) to the following Persons, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) following amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i1) firstto the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees; (2) to the Collateral Administrator, in an amount equal to any accrued and unpaid Collateral Administration Fees; (3) pro rata to each Lender, in an amount equal to any accrued and unpaid Interest; (4) pro rata to (a) each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee and Breakage Costs and (b) to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Affected Parties, the Indemnified Parties, or the Secured Parties, as applicable, all Fees and other amounts, including any Increased Costs, but other than the principal of Advances Outstanding, then due under this Agreement; (5) pro rata to each Lender, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero, pro rata in accordance with the amount of Advances Outstanding hereunder; (6) to the applicable party, to pay all other Administrative Expenses; (7) to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on the assets of the Borrower; and (8) any remaining amounts shall be distributed to the Borrower. (b) On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Administrator shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Borrowing Base Certificate) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a), to the Servicer for Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees; (2) to the payment extent not paid pursuant to Section 2.7(a), to the Collateral Administrator, in an amount equal to any accrued and unpaid Collateral Administration Fees; (3) to the extent not paid pursuant to Section 2.7(a), pro rata to each Lender, in an amount equal to any accrued and unpaid Interest; (4) to the extent not paid pursuant to Section 2.7(a), pro rata to (a) each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee and Breakage Costs and (b) to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Affected Parties, the Indemnified Parties, or the Secured Parties, all other amounts, including any Increased Costs, but other than the principal of Advances Outstanding, then due under this Agreement; (5) to the extent not paid pursuant to Section 2.7(a), pro rata to each Lender, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero, pro rata in accordance with the amount of Advances Outstanding hereunder; (6) during the Revolving Period, as directed by the Collateral Administrator, to repay Advances Outstanding, return cash to the Principal Collections Account and/or to be paid to the Borrower; (7) after the end of the accrued Servicing Fees payable Revolving Period, to the Borrower in an amount sufficient to pay when due any Tax arising from Gains (including as a result of market discount) incurred prior to the SPV Merger Date (A) in respect of which no distribution has previously been made pursuant to this Section 2.7(b)(7) and (B) not subject to Independent Verification, calculated in accordance with the assumptions set forth in Section 6.5 of the AIV Limited Partnership Agreement as of the date hereof; provided, however, that the aggregate amount of such Gains for purposes of such calculation shall be net of any losses of the immediately preceding Interest Borrower or of the AIV, against which such Gains can be offset for tax purposes as of the date of such determination (including any losses from prior periods after the Revolving Period which were not utilized to offset Gains in such prior period); (plus8) after the end of the Revolving Period, to the Lenders to pay the Advances Outstanding; (9) to the extent not paid pursuant to Section 2.7(a), to the applicable party to pay all other Administrative Expenses; (10) to the extent not paid pursuant to Section 2.7(b)(7), to the applicable Governmental Authority, any Tax or withholding Tax which, if applicablenot paid, could result in a Lien on the assets of the Borrower; and (11) any remaining amounts shall be distributed to the Borrower. (c) The Collateral Administrator may, in its sole discretion, direct the Collateral Custodian to make a payment to the Borrower from the Principal Collection Account on any Business Day other than a Payment Date. (d) On each Borrowing Base Certificate delivered on any Payment Date where a distribution is requested pursuant to Section 2.7(b)(7), the Borrower shall set forth an itemized computation of the amount which would be distributed pursuant to Section 2.7(b)(7) (assuming sufficient Available Funds after distributions per Section 2.7(b)(1)-(6)) including calculation in reasonable detail regarding each component of such calculation as set forth herein and in the related Borrowing Base Certificate. Such Borrowing Base Certificate shall set forth the amount of Gains (minus any such Gains for which a distribution has previously been made pursuant to Section 2.7(b)(7)) pursuant to which such Borrowing Base Certificate is being delivered, the amount of Servicing Fees payable for any prior Interest Period losses of the Borrower and the AIV available to offset such Gains, the applicable tax rates used in calculating such Taxes, and all other factors used to calculate such Tax. Upon at least one (1) Business Day’s notice to the extent such amount has not been distributed Borrower and the Collateral Custodian prior to the Servicerrelevant Payment Date, the Administrative Agent may request independent verification of the inputs and calculations set forth in such Borrowing Base Certificate from an independent accounting firm (an “Independent Verification”); , selected by the Administrative Agent, and reasonably acceptable to the Borrower and the AIV. Such accounting firm shall be required to provide such verification within thirty (ii30) seconddays of its engagement, to each Lender and other Credit Party (ratably, based the determination of such accounting firm shall be final and binding on all parties. During the verification procedure the Collateral Custodian shall hold all Available Funds otherwise distributable on the amount then due Payment Date pursuant to Section 2.7(b)(7) in escrow for distribution as soon as such verification is finalized. All parties to this Agreement shall cooperate fully with such accounting firm and owing)provide, subject to confidentiality arrangements, all accrued information and unpaid Interestdata requested by such accounting firm. The fee for such accounting firm’s verification shall be borne by the Administrative Agent, Fees and Breakage Fees due to such Lender and other Credit Party for unless the immediately preceding Interest Period determination concludes that there is a five (including any additional amounts 5) percent or indemnified amounts payable under Sections 5.03 and 13.01 greater overstatement in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as distribution set forth in clause (x)such Borrowing Base Certificate, (y) or (z) below, in which case the fee will be borne by the Borrower and treated as applicable:an Administrative Expense.

Settlement Procedures. (a) The Servicer Unless a Termination Date shall set aside and hold in trust for the benefit of the Secured Parties (orhave occurred pursuant to Section 10.2, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Payment Date, the Servicer Collateral Agent shall (or, following its assumption of control of based on the Lock-Box Accounts, information contained in the Administrative AgentMonthly Report delivered on the related Determination Date) shall, withdraw Available Funds and any Excess Reserve Amounts and investment earnings on amounts on deposit in the Collection Account from the Collection Account and allocate and distribute such Collections amounts to the applicable Person or account in the following order of priority: (i) firstFIRST, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period pari passu, (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed A) (1) to the Servicer), an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee, (2) to the Backup Servicer, so long as it has not become the Successor Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date and (3) to the Collateral Agent, accrued and unpaid Collateral Agent Fee due in respect of such Payment Date, any unpaid Collateral Agent Fee from any prior Payment Date; (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (C) to the Backup Servicer, any reasonable out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed to the Backup Servicer; and (D) to the Collateral Agent, any reasonable out-of-pocket expenses incurred by the Collateral Agent, and any accrued and unpaid Indemnified Amounts owed to the Collateral Agent, in the case of clauses (i)(C) and (i)(D) prior to a Termination Event, up to Capped Backup Servicer and Collateral Agent Expenses, monthly; (ii) SECOND, the following amounts to be applied sequentially (A) first, pro rata to each Class A Lender, such Class A Lender’s ratable share of the Class A Interest Distributable Amount due and payable on such Payment Date and the Class A Interest Carryover Shortfall, if any, from any prior Payment Date, (B) second, pro rata to each Lender and other Credit Party (ratablyClass B Lender, based on such Class B Lender’s ratable share of the amount then Class B Interest Distributable Amount due and owing), all accrued payable on such Payment Date and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Class B Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plusCarryover Shortfall, if applicableany, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for from any prior Payment Date and (C) third, pro rata to each Class C Lender, such Class C Lender’s ratable share of the Class C Interest Period to Distributable Amount due and payable on such Payment Date and the extent such amount has not been distributed to such Lender or Credit PartyClass C Interest Carryover Shortfall, if any, from any prior Payment Date; (iii) THIRD, during the Revolving Period, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (iv) FOURTH, during the Revolving Period, to the Principal Collection Account for application by the Borrower to purchase additional Loans (or to fund additional Dealer Loan Contracts allocated to the Open Pool of Dealer Loan Contracts securing a Dealer Loan) from the Originator, the amount needed to cause (1) the Collateral Amount to at least equal the Minimum Collateral Amount, and if the Minimum Collateral Amount cannot be reached due to an insufficient amount of Loans for purchase by the Borrower, the amount needed to cause the Adjusted Collateral Amount to at least equal the Minimum Collateral Amount and (2) the Forecasted Collections to at least equal the Minimum Forecasted Collections Amount, and if the Minimum Forecasted Collections Amount cannot be reached due to an insufficient amount of Loans for purchase by the Borrower, the amount needed to cause the Adjusted Forecasted Collections to at least equal the Minimum Forecasted Collections Amount; (v) FIFTH, during the Amortization Period, the following amounts to be applied sequentially (A) first, pro rata to each Class A Lender, such Class A Lender’s ratable share of the Class A Principal Distributable Amount until the Class A Loan Balance has been reduced to zero, (B) second, pro rata to each Class B Lender, such Class B Lender’s ratable share of the Class B Principal Distributable Amount until the Class B Loan Balance has been reduced to zero and (C) third, as set forth pro rata to each Class C Lender, such Class C Lender’s ratable share of the Class C Principal Distributable Amount until the Class C Loan Balance has been reduced to zero; (vi) SIXTH, pari passu, (A) the following amounts to be applied sequentially (1) first, pro rata to each Class A Lender, such Class A Lender’s ratable share of the sum of any accrued and unpaid Increased Costs, Additional Amounts and Indemnified Amounts due and owing to such Class A Lender in respect of such Payment Date and any such amounts from any prior Payment Date, (2) second, pro rata to each Class B Lender, such Class B Lender’s ratable share of the sum of any accrued and unpaid Increased Costs, Additional Amounts and Indemnified Amounts due and owing to such Class B Lender in respect of such Payment Date and any such amounts from any prior Payment Date, and (3) third, pro rata to each Class C Lender, such Class C Lender’s ratable share of the sum of any accrued and unpaid Increased Costs, Additional Amounts and Indemnified Amounts due and owing to such Class C Lender in respect of such Payment Date and any such amounts from any prior Payment Date; (B) to the Backup Servicer, any amounts owed to the Backup Servicer to the extent not paid pursuant to clause (xi)(C) above due to the Capped Backup Servicer and Collateral Agent Expenses; and (C) to the Collateral Agent, any amounts owed to the Collateral Agent to the extent not paid pursuant to clause (i)(D) above due to the Capped Backup Servicer and Collateral Agent Expenses; (vii) SEVENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than the Aggregate Term Loan Balance) until paid in full; and (viii) EIGHTH, to the Borrower any remaining amounts. (b) If a Termination Date has occurred pursuant to Section 10.2, on each Payment Date after such Termination Date, the Collateral Agent shall (based on the information contained in the Monthly Report delivered on the related Determination Date) withdraw Available Funds and investment earnings on amounts on deposit in the Collection Account from the Collection Account and allocate and distribute such amounts to the applicable Person or account in the following order of priority: (i) FIRST, pari passu, (A) (1) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee, (2) to the Backup Servicer, so long as it has not become the Successor Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date and (3) to the Collateral Agent, accrued and unpaid Collateral Agent Fee due in respect of such Payment Date, any unpaid Collateral Agent Fee from any prior Payment Date; (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (C) to the Backup Servicer, any reasonable out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed to the Backup Servicer; and (D) to the Collateral Agent, any reasonable out-of-pocket expenses incurred by the Collateral Agent, and any accrued and unpaid Indemnified Amounts owed to the Collateral Agent; (ii) SECOND, the following amounts to be applied sequentially (A) first, pro rata to each Class A Lender, such Class A Lender’s ratable share of the Class A Interest Distributable Amount due and payable on such Payment Date and the Class A Interest Carryover Shortfall, if any, from any prior Payment Date, (B) second, pro rata to each Class A Lender, such Class A Lender’s ratable share of the Class A Principal Distributable Amount until the Class A Loan Balance has been reduced to zero, (C) third, pro rata to each Class B Lender, such Class B Lender’s ratable share of the Class B Interest Distributable Amount due and payable on such Payment Date and the Class B Interest Carryover Shortfall, if any, from any prior Payment Date, (D) fourth, pro rata to each Class B Lender, such Class B Lender’s ratable share of the Class B Principal Distributable Amount until the Class B Loan Balance has been reduced to zero, (E) fifth, to each Class C Lender, such Class C Lender’s ratable share of the Class C Interest Distributable Amount due and payable on such Payment Date and the Class C Interest Carryover Shortfall, if any, from any prior Payment Date and (F) sixth, pro rata to each Class C Lender, such Class C Lender’s ratable share of the Class C Principal Distributable Amount until the Class C Loan Balance has been reduced to zero; (iii) THIRD, the following amounts to be applied sequentially (A) first, pro rata to each Class A Lender, such Class A Lender’s ratable share of the sum of any accrued and unpaid Increased Costs, Additional Amounts and Indemnified Amounts due and owing to such Class A Lender in respect of such Payment Date and any such amounts from any prior Payment Date, (B) second, pro rata to each Class B Lender, such Class B Lender’s ratable share of the sum of any accrued and unpaid Increased Costs, Additional Amounts and Indemnified Amounts due and owing to such Class B Lender in respect of such Payment Date and any such amounts from any prior Payment Date, and (C) third, pro rata to each Class C Lender, such Class C Lender’s ratable share of the sum of any accrued and unpaid Increased Costs, Additional Amounts and Indemnified Amounts due and owing to such Class C Lender in respect of such Payment Date and any such amounts from any prior Payment Date; (iv) FOURTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids until paid in full; and (v) FIFTH, to the Borrower any remaining amounts. (c) (i) If on any Payment Date there are not sufficient Available Funds to pay all amounts required to be paid pursuant to Section 2.7(a)(ii), the Collateral Agent shall (ybased on the information contained in the Monthly Report delivered on the related Determination Date) withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. (i) If on any Payment Date during the Amortization Period, the amount paid pursuant to Section 2.7(a)(v) or (z) belowSection 2.7(b)(ii), as applicable:, is insufficient to reduce the Aggregate Term Loan Balance to zero, the Deal Agent (acting at the direction, or with the consent, of the Required Lenders) may direct the Collateral Agent to withdraw any or all of the amount on deposit in the Reserve Account, and pay such amount to the Lenders in accordance with Section 2.7(a)(v) or Section 2.7(b)(ii), as applicable. (d) With respect to any payments made by the Collateral Agent to the Lenders, the Collateral Agent shall be entitled to rely conclusively on the Monthly Report for purposes of determining the identity of such Lenders.

Settlement Procedures. (a) The Servicer Collections with respect to the Purchased Receivables shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested be administered by the Administrative AgentServicer, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower this Agreement. The Seller shall provide to the Originators under Servicer and the Subordinated Notes Backup Servicer on a timely basis all information needed for such administration. (b) The Servicer shall, for each day on which Collections are received by it or in any Lockbox Account, determine the allocation of such releaseCollections between Finance Charge Collections and Principal Collections with respect to Purchased Receivables. The Servicer shall not commingle with its other funds Collections received by it prior to their payment to the Purchaser and shall deposit or cause to be deposited into a Blocked Account, in accordance with SECTION 6.02(b) all Collections and other proceeds of Purchased Receivables. (c) On or prior to the third Business Day immediately preceding a “Release”)Settlement Date, the amount on deposit in any Blocked Account (including all investment income with respect to amounts on deposit in any Blocked Account) as of the last Business Day of the most recently completed calendar month, shall be allocated as follows: (i) The amount of Principal Collections with respect to Purchased Receivables shall, upon payment of such amount to the Purchaser in accordance with the terms of this SECTION 2.03, be applied to reduce the Investment in the amount of such Principal Collections so allocated and paid. The Purchaser may reinvest such Principal Collections in new Receivables PROVIDED that the conditions set forth in SECTIONS 2.02 and 3.02 have been satisfied. On each Settlement Date, Date on and after the Servicer (or, following its assumption of control of the Lock-Box AccountsFinal Maturity Date with respect to each Purchased Receivable, the Administrative AgentAgent shall draw first, upon all amounts available in the Cash Collateral Account and second, upon all amounts available under the Transaction Letter of Credit and apply the proceeds of such draws and any Excess Collections to the reduction of the Investment. Once such amounts are reduced to zero, the Administrative Agent may draw on the Policy on account of Investment. (ii) shallFinance Charge Collections with respect to Purchased Receivables, distribute such Collections all investment income with respect to amounts on deposit in the Cash Collateral Account, all Recoveries, any Withdrawal Amount, any Transaction L/C Draw and any Insurer Optional Deposit shall be allocated in the following order of priority: (iA) first, to the Servicer (if not BusLease or an Affiliate of BusLease), an amount equal to the unpaid Servicer Fee accrued through such day and not previously allocated and held (whether or not accrued during the current Settlement Period), (B) second, to the Custodian, an amount equal to the unpaid fees payable to the Custodian under the Custodial Agreement accrued through such day and not previously allocated and held (whether or not accrued during the current Settlement Period), (C) third, to the Backup Servicer, an amount equal to the unpaid Backup Servicer Fee accrued through such day and not previously allocated and held (whether or not accrued during the current Settlement Period), plus any Conversion Fee or transition expenses as defined and provided for in the Backup Servicing Agreement to the extent not paid by the Servicer as provided therein, provided, that such transition expenses shall not exceed $25,000, (D) fourth, to the Purchaser, the lesser of (i) the Yield and (ii) the Guaranteed Yield, if any, payable to the Purchaser accrued through such day and not previously allocated and held (whether or not accrued during the current Settlement Period), (E) fifth, to the Purchaser, the Program Fee, the Operating Expense Fee, the Utilization Fee and the Liquidity Fee payable to the Purchaser in accordance with the SPARC Fee Letter accrued through such day and not previously allocated and held (whether or not accrued during the current Settlement Period), (F) sixth, to the Purchaser to be applied as a reduction of the Investment, an amount equal to the Net Defaulted Amount as of the last day of the most recently completed calendar month and not previously allocated and held (whether or not such Net Defaulted Amount arose from Purchased Receivables which became Defaulted Receivables during such calendar month), (G) seventh, to FSA, an amount equal to the unreimbursed payments made under the Policy and the fees, if any, payable to FSA in accordance with the Premium Letter, in each case, accrued through such day and not previously allocated and held (whether or not accrued during the current Settlement Period), (H) eighth, to the extent the amount on deposit in the Cash Collateral Account is less than the Cash Collateral Account Requirement, to the Cash Collateral Account, an amount equal to such shortfall, (I) ninth, to the Purchaser, the remaining Yield, if any, payable to the Purchaser through such day and not previously allocated and held (whether or not accrued during the current Settlement Period), and not previously allocated pursuant to clause (D) above, (J) tenth, to the Administrative Agent, for the benefit of itself and the Purchaser, the amount of any costs, expenses or indemnities required to be paid to either of them under any Related Document which was not previously allocated and held (whether or not arising during the current Settlement Period), (K) eleventh, to FSA, the amount of any costs, expenses or indemnities required to be paid to FSA under any Related Document which was not previously allocated and held (whether or not arising during the current Settlement Period), and (L) twelfth, if BusLease or an Affiliate of BusLease is the Servicer, to the payment of the Servicer Fee accrued Servicing Fees payable through such day and not previously so allocated and held (whether or not accrued during the current Settlement Period). Subject to paragraph (e) below, the excess of the Finance Charge Collections with respect to Purchased Receivables, Recoveries, income with respect to amounts on deposit in the Cash Collateral Account and the Blocked Accounts and any Insurer Optional Deposit over the aggregate amount required to be allocated to the payments described in clauses (A) through (L) above (such excess being referred to herein as "EXCESS COLLECTIONS") shall be allocated and held by the Backup Servicer for the immediately preceding Interest Period benefit of the Seller. (plusd) On each Settlement Date, based upon the Settlement Worksheet contained in the Monthly Report provided by the Servicer not later than 10:00 a.m. New York time on the Report Delivery Date in a form reasonably acceptable to the Backup Servicer (and subject to the Backup Servicer's obligations pursuant to the Backup Servicing Agreement to verify certain balances in the Summary and Settlement Report Worksheets contained in the Monthly Report), the Backup Servicer shall pay to the Custodian, the Administration Agent, the Purchaser, FSA, the Servicer, if applicable, the amount of Servicing Fees payable Backup Servicer and the Seller, the amounts held for any prior Interest Period the account of, the Custodian, the Administration Agent, the Purchaser, FSA, the Servicer, if applicable, the Backup Servicer and the Seller, respectively, pursuant to SECTION 2.03(c) above, in each case to the extent that such payment has not previously been made by wire transfer pursuant to the payment instructions provided to the Backup Servicer prior to such Settlement Date. Two Business Days prior to each Settlement Date, the Backup Servicer shall determine the amount (the "SHORTFALL"), if any, by which (1) the sum of the amounts required to be paid pursuant to clauses (A) through (L) of paragraph (ii) of SECTION 2.03(c) on such Settlement Date exceeds (2) the amount on deposit in the Blocked Account as of the last Business Day of the most recently completed calendar month. In the event of any Shortfall, the Backup Servicer shall make a withdrawal from the Cash Collateral Account in the amount of such Shortfall (up to the amount on deposit in the Cash Collateral Account on such date) (such amount has the "WITHDRAWAL AMOUNT"). In the event that the result of the Shortfall less the Withdrawal Amount is greater than zero, the Backup Servicer shall, one Business Day prior to such Settlement Date, make a Transaction L/C Draw in the amount of such excess (up to the Available L/C Amount on such date). The Backup Servicer shall pay to itself, the Administrative Agent, the Servicer, the Custodian, FSA and the Purchaser from the Withdrawal Amount and any Transaction L/C Draw the unpaid amounts described in clauses (A) through (L) of paragraph (ii) of SECTION 2.03(c) in the order of priority set forth therein on the Business Day of receipt of funds from such Transaction L/C draw or, if such funds are received after 2:00 p.m., New York City time, on any Business Day, on the Business Day following the receipt of such funds, irrespective of whether such Business Day is after the Settlement Date. In the event that the result of the Shortfall less the Withdrawal Amount less the amount of the Transaction L/C Draw is greater than zero and all amounts due under 2.03(c)(ii)(D) have not been distributed paid (such unpaid amount the "DEFICIENCY AMOUNT"), the Administrative Agent shall on such Settlement Date, make a draw under the Policy in the amount of the Deficiency Amount, which on each Settlement Date shall not exceed the Guaranteed Yield, and the Administrative Agent shall allocate the proceeds of such draw in accordance with SECTION 6.07 of this Agreement. (e) Following the occurrence and continuance of a Servicer Termination Event or the termination of this Agreement in accordance with Section 2.01(b) as a result of FSA not consenting to an extension of the Facility Termination Date, all amounts in respect of Excess Collections shall be allocated and applied to reduce the Investment. (f) At such time as the Investment is reduced to zero and all amounts of the Purchaser's Yield and other amounts owing to the Servicer)Purchaser and FSA have been paid in full, the ownership interest of the Purchaser in respect of the Purchased Receivables shall be reconveyed to the Seller, and the Purchaser shall deliver to the Seller all instruments and documents relating thereto, all Records, and all residual interests thereto; PROVIDED, HOWEVER, that if any Collections received by the Purchaser must be returned or rescinded for any reason, such amount shall be deemed to have never been received by the Purchaser and the Purchaser's interest in the Purchased Receivables shall continue. In addition, upon the payment or other satisfaction in full of any Purchased Receivable by or on behalf of an Obligor, the Purchaser shall take such actions as the Seller shall reasonably request to evidence the termination of the Purchaser's ownership rights in such Purchased Receivable. (g) For the purposes of this SECTION 2.03: (i) if on any day the outstanding principal amount of any Receivable, the amount of any Scheduled Contract Payment, or any accrued and unpaid Finance Charges with respect to, any Purchased Receivable is reduced or adjusted by the Seller or the Servicer as a result of any defective or rejected Vehicles or otherwise, or any setoff by any Obligor against the Seller or BusLease shall occur with respect thereto, the Servicer shall be deemed to have received on such day a Collection of such Purchased Receivable in the amount of such reduction, adjustment or setoff and shall on such day deposit, or cause to be deposited, in a Blocked Account an amount equal to such reduction, adjustment or setoff; (ii) second, to each Lender and other Credit Party if on any day either (ratably, based on w) any of the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period representations or warranties contained in (including any additional amounts A) SECTION 4.01(q) are no longer true or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such paymentsB) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (xSECTION 4.01(x), (y) or (zff) belowwere not true when made, with respect to any Purchased Receivable, (x) the Seller or the Servicer shall fail to perform or observe any term, covenant or agreement contained in SECTION 5.02(l) or SECTION 5.03(a) or (y) the Seller or the Servicer shall extend, amend or otherwise modify the terms of any Purchased Receivable (except in connection with a Permitted Restructuring), or amend, modify or waive the terms or conditions of the Contract under which such Purchased Receivable arises (except in connection with a Permitted Restructuring), the Servicer shall be deemed to have received on such day a Collection in an amount equal to the Outstanding Balance of such Purchased Receivable in full and shall on such day deposit, or cause to be deposited, in a Blocked Account an amount equal to such Outstanding Balance; (iii) if on any day any of the representations or warranties contained in SECTION 4.01(n), (o), (r), (s), (v) or (cc) are no longer true with respect to any Purchased Receivable, the Seller may, in its discretion, repurchase such Purchased Receivable on such day for a purchase price in an amount equal to the Outstanding Balance of such Purchased Receivable, which purchase price shall be deposited on such day in a Blocked Account by the Seller; and (iv) if and to the extent the Purchaser shall be required for any reason (other than as applicable:a result of a bankruptcy of an Obligor) to pay over to an Obligor any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Purchaser shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (h) Notwithstanding any provision of this Agreement to the contrary, the Seller shall be absolutely and unconditionally obligated to pay to the Purchaser the amount of the Investment, the Yield and all fees payable to the Purchaser under this Agreement.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (orOn each Payment Date, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each no Event of Default has occurred and is continuing, the conditions precedent Collateral Manager shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in Section 6.03 are satisfied on such dateBorrowing Base Certificate) to the following Persons, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) following amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i1) firstto the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided that, the aggregate amount payable pursuant to this Section 2.7(a)(1), Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 per annum; (2) pro rata to each Lender, in an amount equal to (A) such Lender’s share of the Interest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periods, (B) such Lender’s Share of the Non-Usage Fee for the related Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to such Lender; (3) pro rata to the Administrative Agent and each Lender, all fees and other amounts, including any Increased Costs and Structuring Fee, but other than the principal of Advances Outstanding and Administrative Expenses, then due to each such Person under this Agreement; (4) pro rata to each Lender, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (5) after the end of the Revolving Period, to the Servicer Unfunded Exposure Account in an amount equal to Exposure Amount Shortfall; (6) pro rata to each applicable party, to pay all other accrued and unpaid Administrative Expenses and Taxes; and (7) any remaining amounts shall be distributed to (or as directed by) the Borrower (to be used for any purpose, including distribution to the payment Collateral Manager). (b) On each Payment Date, so long as no Event of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicableDefault has occurred and is continuing, the amount of Servicing Fees payable for any prior Interest Period Collateral Manager shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Borrowing Base Certificate) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a)(1), to the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1), this Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 per annum; (2) to the extent not paid pursuant to Section 2.7(a)(2), pro rata to each Lender, in an amount equal to (A) such Lender’s share of the Interest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periods, (B) such Lender’s share of the Non-Usage Fee for the related Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to such Lender; (3) to the extent not paid pursuant to Section 2.7(a)(3), pro rata to the Administrative Agent and each Lender, all other fees and other amounts, including any Increased Costs and Structuring Fee, but other than the principal of Advances Outstanding and Administrative Expenses, then due to each such Person under this Agreement; (4) to the extent not paid pursuant to Section 2.7(a)(4), pro rata to each Lender, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (5) during the Revolving Period, as directed by the Collateral Manager, to (A) repay Advances Outstanding, (B) return cash to the Principal Collection Account for application in accordance with the terms hereof and/or (C) unless a Default or Curable BDC Asset Coverage Event has not been occurred and is continuing, or after giving effect to such distribution the Availability is less than zero, to be distributed to (or as directed by) the ServicerBorrower (to be used for any purpose, including distribution to the Collateral Manager); (ii6) second, to each Lender after the end of the Revolving Period and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such not paid pursuant to Section 2.7(a)(5), to the Unfunded Exposure Account in an amount has not been distributed equal to such Lender or Credit PartyExposure Amount Shortfall; (iii7) thirdafter the end of the Revolving Period or after the occurrence and during the continuation of a Curable BDC Asset Coverage Event, to the Lenders to pay the Advances Outstanding; (8) to the extent not paid pursuant to Section 2.7(a)(6), pro rata to each applicable party to pay all other Administrative Expenses and Taxes; and (9) any remaining amounts shall be distributed to (or as directed by) the Borrower (to be used for any purpose, including distribution to the Collateral Manager). (c) The Collateral Manager may, in its sole discretion, direct the Collateral Custodian to make a payment to the Borrower from the Principal Collection Account on any Business Day other than a Payment Date if, both immediately prior and after giving effect to such payment (i) the Availability is greater than zero and (ii) no Default, Event of Default or Curable BDC Asset Coverage Event has occurred and is continuing. (d) Subject to the satisfaction of the conditions set forth in clause (x)Section 3.2, (y) or (z) below, as applicable:the Collateral Manager may direct the Collateral Custodian to withdraw funds on deposit in the Principal Collection Account on any Business Day in order to reinvest such funds in Eligible Loans to be pledged hereunder.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent As set forth in Section 6.03 are satisfied the Monthly Report, on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Payment Date, the Servicer (or, following its assumption of control of Collateral Agent shall withdraw Available Funds and any Excess Reserve Amount and investment earnings on amounts on deposit in the Lock-Box Accounts, Collection Account from the Administrative Agent) shall, Collection Account and allocate and distribute such Collections amounts to the applicable Person in the following order of priority: (i) firstFIRST, to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicable, the amount exclusive of Servicing Fees payable for termination payments) unpaid from any prior Interest Period to the extent such amount has not been distributed to the Servicer);Payment Date. (ii) secondSECOND, pari passu, (A) to each Lender and other Credit Party (ratablythe Servicer, based on the an amount then due and owing), all equal to any accrued and unpaid Interest, Fees and Breakage Servicing Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments)Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, plushowever, if applicablethe Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (C) to the Backup Servicer, so long as it has not become the Successor Servicer hereunder, an amount of equal to any such Interest, Fees accrued and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 unpaid Backup Servicing Fee due in respect of such payments) payable for Payment Date, any unpaid Backup Servicing Fee from any prior Interest Period Payment Date, any reasonable out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed to the extent Backup Servicer; and (D) to the Collateral Agent, accrued and unpaid Collateral Agent Fee due in respect of such amount has not been distributed Payment Date, any unpaid Collateral Agent Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Collateral Agent, and any accrued and unpaid Indemnified Amounts owed to such Lender or Credit Partythe Collateral Agent, in the case of clauses (ii)(C) and (ii)(D) prior to a Termination Event, up to Capped Backup Servicer and Collateral Agent Fees and Expenses, monthly; (iii) thirdTHIRD, as set forth to the Lenders, pro rata, an amount equal to the sum of any accrued and unpaid (A) Yield and (B) any Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (iv) FOURTH, to the Lenders, pro rata based upon the portion of such amounts owed to each such party, any Indemnified Amounts; (v) FIFTH, (A) during the Revolving Period, to the Principal Collection Account for application by the Borrower to purchase additional Loans (or to fund additional Dealer Loan Contracts allocated to the Open Pool of Dealer Loan Contracts securing a Dealer Loan) from the Originator, the amount needed to cause the Collateral Amount to at least equal the Minimum Collateral Amount, and if the Minimum Collateral Amount cannot be reached due to an insufficient amount of Loans for purchase by the Borrower, the amount needed to cause 21894287.12 the Adjusted Collateral Amount to equal the Minimum Collateral Amount; and (B) during the Amortization Period, to the Lenders, pro rata, the Principal Distributable Amount, until Capital has been reduced to zero; (vi) SIXTH, during the Revolving Period, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (vii) SEVENTH, pari passu, (A) to the Backup Servicer, any amounts owed to the Backup Servicer, to the extent not paid pursuant to clause (xii)(C) and (B) to the Collateral Agent, any accrued fees, reasonable out-of-pocket expenses or Indemnified Amounts to the extent not paid pursuant to clause (ii)(D), in the case of clauses (yii)(C) or and (zii)(D), due to the Capped Backup Servicer and Collateral Agent Fees and Expenses; (viii) belowEIGHTH, as applicable:to the Lenders for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (ix) NINTH, to the Borrower any remaining amounts. (b) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iii) and (v) is insufficient to cover all amounts due thereunder on such Payment Date the Collateral Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Collateral Agent shall pay such amount to the Lenders.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (orOn each Payment Date, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each no Event of Default has occurred and is continuing, the conditions precedent Collateral Manager shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in Section 6.03 are satisfied on such dateBorrowing Base Certificate) to the following Persons, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) following amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i1) firstto the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided that, the aggregate amount payable pursuant to this Section 2.7(a)(1), Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 per annum; (2) pro rata to each Lender, in an amount equal to (A) such Lender’s share of the Interest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periods, (B) such Lender’s Share of the Non-Usage Fee for the related Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to such Lender; (3) pro rata to the Administrative Agent and each Lender, all fees and other amounts, including any Increased Costs and Structuring Fee, but other than the principal of Advances Outstanding, Commitment Reduction Fee and Administrative Expenses, then due to each such Person under this Agreement; (4) pro rata to each Lender, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (5) pro rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee; (6) after the end of the Revolving Period, to the Servicer Unfunded Exposure Account in an amount equal to Exposure Amount Shortfall; (7) pro rata to each applicable party, to pay all other accrued and unpaid Administrative Expenses and Taxes; and (8) (A) during a Default, to remain in the Interest Collection Account or (B) otherwise, any remaining amounts shall be distributed to (or as directed by) the Borrower (to be used for any purpose, including distribution to the payment Collateral Manager). USActive 37382726.29 51 (b) On each Payment Date, so long as no Event of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicableDefault has occurred and is continuing, the amount of Servicing Fees payable for any prior Interest Period Collateral Manager shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Borrowing Base Certificate) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a)(1), to the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees; provided that, the aggregate amount payable pursuant to Section 2.7(a)(1), this Section 2.7(b)(1) and Section 2.8(1) shall not exceed $100,000 per annum; (2) to the extent not paid pursuant to Section 2.7(a)(2), pro rata to each Lender, in an amount equal to (A) such Lender’s share of the Interest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periods, (B) such Lender’s share of the Non-Usage Fee for the related Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to such Lender; (3) to the extent not paid pursuant to Section 2.7(a)(3), pro rata to the Administrative Agent and each Lender, all other fees and other amounts, including any Increased Costs and Structuring Fee, but other than the principal of Advances Outstanding, Commitment Reduction Fee and Administrative Expenses, then due to each such Person under this Agreement; (4) to the extent not paid pursuant to Section 2.7(a)(4), pro rata to each Lender, if the Required Advance Reduction Amount is greater than zero, an amount necessary to reduce the Required Advance Reduction Amount to zero; (5) to the extent not paid pursuant to Section 2.7(a)(5), pro rata to each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee; (6) during the Revolving Period, (x) to each Non-Extending Lender to pay Advances Outstanding in an amount equal to the Pro Rata Share of such Non-Extending Lender and (y) the remainder as directed by the Collateral Manager, to (A) repay Advances Outstanding, (B) return cash to the Principal Collection Account for application in accordance with the terms hereof and/or (C) unless a Default or Curable BDC Asset Coverage Event has not been occurred and is continuing, or after giving effect to such distribution the Availability is less than zero, to be distributed to (or as directed by) the ServicerBorrower (to be used for any purpose, including distribution to the Collateral Manager); (ii7) second, to each Lender after the end of the Revolving Period and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such not paid pursuant to Section 2.7(a)(6), to the Unfunded Exposure Account in an amount has not been distributed equal to such Lender or Credit PartyExposure Amount Shortfall; (iii8) after the end of the Revolving Period or after the occurrence and during the continuation of a Curable BDC Asset Coverage Event, to the Lenders to pay the Advances Outstanding; (9) thirdto the extent not paid pursuant to Section 2.7(a)(7), pro rata to each applicable party to pay all other Administrative Expenses and Taxes; and USActive 37382726.29 52 (10) (A) during a Default, to remain in the Principal Collection Account or (B) otherwise, any remaining amounts shall be distributed to (or as directed by) the Borrower (to be used for any purpose, including distribution to the Collateral Manager). (c) The Collateral Manager may, in its sole discretion, direct the Collateral Custodian to make a payment to the Borrower from the Principal Collection Account on any Business Day other than a Payment Date if, both immediately prior and after giving effect to such payment (i) the Availability is greater than zero and (ii) no Default, Event of Default or Curable BDC Asset Coverage Event has occurred and is continuing. (d) Subject to the satisfaction of the conditions set forth in clause (x)Section 3.2, (y) or (z) below, as applicable:the Collateral Manager may direct the Collateral Custodian to withdraw funds on deposit in the Principal Collection Account on any Business Day in order to reinvest such funds in Eligible Loans to be pledged hereunder.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Payment Date, the Collateral Agent shall withdraw Available Funds and any Excess Reserve Amount, Reserve Advances and Servicer (or, following its assumption of control of Advances and investment earnings on amounts on deposit in the Lock-Box Accounts, Collection Account from the Administrative Agent) shall, Collection Account and allocate and distribute such Collections amounts to the applicable Person in the following order of priority: (i) firstFIRST, to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicable, the amount exclusive of Servicing Fees payable for termination payments) unpaid from any prior Interest Period to the extent such amount has not been distributed to the Servicer);Payment Date. (ii) secondSECOND, to each Lender and other Credit Party (ratablythe Servicer, based on the an amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due equal to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit PartyUnreimbursed Servicer Advances; (iii) thirdTHIRD, to the Backup Servicer so long as set forth it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST's capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000; (iv) FOURTH, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (v) FIFTH, to the Deal Agent for the account of the Lenders, an amount equal to the sum of any accrued and unpaid (A) Yield and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (vi) SIXTH, during the Revolving Period, to the Deal Agent for the account of the Lenders, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vii) SEVENTH, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) EIGHTH, (i) during the Revolving Period with respect to each Dissenting Investor, pro rata, an amount equal to its outstanding Capital until such Dissenting Investor's Capital has been reduced to zero and (ii) during the Amortization Period, to the Deal Agent for the account of the Lenders, pro rata, the Additional Principal Payment Amount, until Capital has been reduced to zero; (ix) NINTH, to the Deal Agent for the account of the Lenders and the Backup Servicer, an amount equal to Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause THIRD above) due in respect of such Payment Date and unpaid from any prior Payment Date; (x)) TENTH, to the Reserve Account, (yA) or an amount equal to any outstanding Reserve Advances and (zB) belowan amount equal to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (xi) ELEVENTH, as applicable:to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause FOURTH above and any such Servicing Fee unpaid from any prior Payment Date; (xii) TWELFTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xiii) THIRTEENTH, to the Borrower any remaining amounts. (b) [Reserved]. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(v) and (vi) is insufficient to cover all amounts due thereunder on such Payment Date the Collateral Agent shall withdraw from the Reserve Account an amount equal to such shortfall (such withdrawal, a "Reserve Advance") and deposit such amount to the Collection Account. The Collateral Agent shall pay such amount to the Deal Agent for payment to the Lenders.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (orOn each Payment Date, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each no Event of Default has occurred and is continuing, the Investment Manager shall direct the Collateral Custodian (which direction shall be deemed given upon receipt by the Collateral Custodian of the conditions precedent related Reporting Date Report) to pay pursuant to the latest Reporting Date Report (and the Collateral Custodian shall make payment from the Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in Section 6.03 are satisfied on such dateReporting Date Report) to the following Persons, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) following amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i1) to the Collateral Custodian and the Securities Intermediary pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; (2) to the Hedge Counterparty, the aggregate net amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs); [Investcorp] Loan and Security Agreement (3) to the Investment Manager (including, for avoidance of doubt, the Replacement Servicer, if applicable), first, to the Servicer for the payment pay any accrued and unpaid Investment Management Fees and, second, to pay all documented fees and expenses of the Investment Manager (including, without limitation, reasonable attorney’s fees, costs and expenses) in an aggregate amount with respect to such documented fees and expenses in any rolling 12-month period not greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $250,000; provided that so long as CM Investment Partners LLC is Investment Manager, such fee shall be waived until such time as IM directs the Custodian otherwise; (4) to the Administrative Agent, in an amount equal to any accrued Servicing Fees and unpaid fees, expenses and indemnities set forth in the Transaction Documents; (5) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs; (6) to the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable for to the immediately preceding Interest Period Borrower under such applicable Hedging Agreement; (plus7) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to, if applicablethe Facility Amount has been terminated in whole pursuant to Section 2.3(c), the Advances Outstanding; (8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders; (9) to the Administrative Agent to be distributed pro rata to each Lender, if a Borrowing Base Deficiency exists, an amount necessary to reduce the Borrowing Base Deficiency to zero, pro rata in accordance with the amount of Servicing Fees payable for Advances Outstanding hereunder; (a) during the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause all amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (b) after the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; [Investcorp] Loan and Security Agreement (11) to the Administrative Agent to be distributed to the Administrative Agent, any prior Interest Period applicable Lender, the Collateral Custodian and the Securities Intermediary, the Indemnified Parties, or the Secured Parties, as applicable, all other amounts then due and owing, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, Increased Costs, Taxes, indemnities, but other than the principal of Advances Outstanding, then due under this Agreement; and (12) any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to make Restricted Payments. (b) On each Payment Date, so long as no Event of Default has occurred and is continuing, the Investment Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Reporting Date Report) the Collateral Custodian to pay pursuant to the latest Reporting Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such amount has not been distributed Reporting Date Report) to the Servicerfollowing Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to Section 2.7(a), to the Collateral Custodian and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees; (2) to the extent not paid pursuant to Section 2.7(a), to the Hedge Counterparty, the aggregate net unpaid amount then due and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs); (ii3) secondto the extent not paid pursuant to Section 2.7(a), to the Investment Manager, in an amount equal to any accrued and unpaid Investment Management Fees; (4) to the extent not paid pursuant to Section 2.7(a), to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents; (5) to the extent not paid pursuant to Section 2.7(a), to the Administrative Agent to be distributed pro rata to each Lender Lender, in an amount equal to (a) any accrued and other Credit Party unpaid Interest with respect to Advances made by such ▇▇▇▇▇▇, (ratably, b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the amount unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs; (6) to the extent not paid pursuant to Section 2.7(a), to the Hedge Counterparty, any other unpaid amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and owing)payable, all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount net of any amounts then due and payable to the Borrower under such Interest, Fees applicable Hedging Agreement; [Investcorp] Loan and Breakage Fees Security Agreement (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments7) payable for any prior Interest Period to the extent such not paid pursuant to Section 2.7(a), to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to if the Facility Amount has not been distributed terminated in whole pursuant to such Lender or Credit PartySection 2.3(c), the Advances Outstanding; (iii8) to the extent not paid pursuant to Section 2.7(a), to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders; (9) third, as set forth in clause (x)) during the Revolving Period, (y) or (z) belowto fund the Unfunded Exposure Account in an amount necessary to cause all amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, as applicable:or

Settlement Procedures. (i) Daily Funding Lender will from time to time notify the other DIP Lenders, not later than 12:00 Noon (New York time) (a) The Servicer shall set aside on at least one Business Day during each seven calendar-day period, (b) on each date on which payment of interest on any Revolving DIP Loans is required to be made pursuant to subsection 2.2C, (c) on the applicable Revolving DIP Loan Commitment Termination Date, and hold (d) at such other times as Daily Funding Lender in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer its discretion may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes determine (each such release, notice by Daily Funding Lender being a “Release”). On "Settlement Notice" and the date of each Settlement Notice being a "Settlement Date, the Servicer (or, following its assumption of control ") of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order aggregate principal amount of priority: (i) first, to the Servicer for the payment outstanding Revolving DIP Loans made by Daily Funding Lender and each other DIP Lender as of the accrued Servicing Fees payable for close of business on the Business Day immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer);applicable Settlement Date. (ii) secondIf a Settlement Notice indicates that the aggregate principal amount of outstanding Revolving DIP Loans made by Daily Funding Lender (including Revolving Loans made for its own account pursuant to subsection 2.1C(ii)) is in excess of Daily Funding Lender's applicable Pro Rata Share of the aggregate principal amount of outstanding Revolving A DIP Loans or Revolving B DIP Loans made by all Revolving A DIP Lenders or Revolving B DIP Lenders, to respectively (the amount of such excess being the "Excess Funded Amount"), each such other DIP Lender and other Credit Party will, not later than 4:00 P.M. (ratably, based New York time) on the applicable Settlement Date, pay to Daily Funding Lender, by depositing same day funds in the account specified by Daily Funding Lender at the Funding and Payment Office, an amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due equal to such DIP Lender's Adjusted Pro Rata Share of such Excess Funded Amount, upon which payment Daily Funding Lender shall be deemed to have sold, and other Credit Party such DIP Lender shall be deemed to have purchased, as of the applicable Settlement Date, a portion of the outstanding Revolving A DIP Loans or Revolving B DIP Loans made by Daily Funding Lender for its own account pursuant to subsection 2.1C(ii) on or after the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect Settlement Date equal to such DIP Lender's Adjusted Pro Rata Share of such payments), plus, if applicable, the amount Excess Funded Amount. The obligation of each DIP Lender to purchase a portion of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 Revolving DIP Loan made by Daily Funding Lender as provided in respect of such paymentsthis subsection 2.1D(ii) payable for any prior Interest Period is subject to the extent condition that at the time such amount has not Revolving DIP Loan was made by Daily Funding Lender (a) the duly authorized officer of Daily Funding Lender responsible for the administration of Daily Funding Lender's credit relationship with Borrowers believed in good faith that either (X) no Event of Default had occurred and was continuing or (Y) any Event of Default that had occurred and was continuing had been distributed to waived by Requisite DIP Lenders at the time such Revolving DIP Loan was made or (b) a Daily Funding Lender or Credit Party;Discretionary Period was in effect. (iii) thirdIf a Settlement Notice indicates that the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender's applicable Pro Rata Share of the aggregate principal amount of outstanding Revolving A DIP Loans or Revolving B DIP Loans made by all Revolving A DIP Lenders or Revolving B DIP Lenders, respectively (the amount of such difference being the "Excess Paydown Amount"), Daily Funding Lender will, no later than 4:00 P.M. (New York time) on the applicable Settlement Date, unconditionally pay to each other such DIP Lender, by depositing same day funds in the account specified by such DIP Lender to Daily Funding Lender, in an amount equal to such DIP Lender's Adjusted Pro Rata Share of such Excess Paydown Amount, upon which payment such DIP Lender shall be deemed to have sold, and Daily Funding Lender shall be deemed to have purchased, as set forth of the applicable Settlement Date, a portion of the outstanding Revolving A DIP Loans or Revolving B DIP Loans of such DIP Lender equal to such DIP Lender's Adjusted Pro Rata Share of such Excess Paydown Amount. (iv) Except as provided in clause (xsubsection 2.1D(ii), the obligations of Daily Funding Lender and each other DIP Lender pursuant to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (ya) any set-off, counterclaim, recoupment, defense or other right which DIP Agent or any DIP Lender may have against DIP Agent, any other DIP Lender, any Loan Party or any other Person for any reason whatsoever; (b) the occurrence or continuance of an Event of Default or a Potential Event of Default; (c) any adverse change in the condition (financial or otherwise) of any Loan Party; (d) any breach of this Agreement by Borrowers, DIP Agent or any DIP Lender; or (ze) belowany other circumstance, as applicable:happening, or event whatsoever, whether or not similar to any of the foregoing. In the event that any Person (the "Payor") obligated to make a payment to any other Person (the "Payee") pursuant to this subsection 2.1D fails to make available to the Payee the amount of such payment required to be made by the Payor, the Payee shall be entitled to recover such amount on demand from the Payor together with interest at the customary rate set by DIP Agent for the correction of errors among DIP Lenders for three Business Days and thereafter at the Base Rate. In the event that all or any portion of any repayment of principal of the Revolving DIP Loans is thereafter recovered by or on behalf of Borrowers from Daily Funding Lender (including any such recovery in a proceeding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect) in an amount that is proportionately greater (based on the respective applicable Pro Rata Shares of DIP Lenders) than any such recovery from the other DIP Lenders, the loss of the amount so recovered shall be ratably shared among all applicable DIP Lenders in the manner contemplated by subsection 10.5.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Payment Date, the Servicer (or, following its assumption of control of Collateral Agent shall withdraw Available Funds and any Excess Reserve Amount and investment earnings on amounts on deposit in the Lock-Box Accounts, Collection Account from the Administrative Agent) shall, Collection Account and allocate and distribute such Collections amounts to the applicable Person in the following order of priority: (i) firstFIRST, to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicable, the amount exclusive of Servicing Fees payable for termination payments) unpaid from any prior Interest Period to the extent such amount has not been distributed to the Servicer);Payment Date. (ii) secondSECOND, to each Lender and other Credit Party (ratablythe Backup Servicer so long as it has not become the Servicer hereunder, based on the an amount then due and owing), all equal to any accrued and unpaid Interest, Fees and Breakage Fees Backup Servicing Fee due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments)Payment Date, plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for unpaid Backup Servicing Fee from any prior Interest Period 44 Payment Date, any reasonable out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to the extent Backup Servicer in an aggregate amount up to $17,000 per month (the “Cap”); provided, however, that in the event of an acceleration resulting from a Termination Event specified under Section 10.1(d)(i) or Section 10.1(f) hereunder, such amount has Cap will not been distributed to such Lender or Credit Partyapply; (iii) thirdTHIRD, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (iv) FOURTH, to the Deal Agent for the account of the Lenders, an amount equal to the sum of any accrued and unpaid (A) Yield and Breakage Costs, (B) Program Fee, and (C) Unused Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (v) FIFTH, during the Revolving Period, to the Deal Agent for the account of the Lenders, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, to any Successor Servicer, to the extent not already paid pursuant to clause THIRD above, an amount equal to Reliening Expenses; (vii) SEVENTH, (A) during the Revolving Period with respect to each Dissenting Lender after the time its Commitment has been reduced to zero pursuant to Section 2.1(b)(iv), pro rata, an amount equal to its outstanding Capital until such Dissenting Lender’s Capital has been reduced to zero and (B) during the Amortization Period, to the Deal Agent for the account of the Lenders, pro rata, the Additional Principal Payment Amount, until Capital has been reduced to zero; (viii) EIGHTH, to the Deal Agent for the account of the Lenders and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause SECOND above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ix) NINTH, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances, (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)) and (C) at the election of the Borrower (or the Servicer, on its behalf), an amount up to the Excess Reserve Maximum Amount; (x) TENTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause THIRD above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; and (xii) TWELFTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Collateral Agent shall, upon two Business Days’ prior written request of the Borrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Collateral Agent shall distribute such amount to the Deal Agent for the account of the Lenders, to be distributed by the Deal Agent to the Lenders, pro rata, as set forth a payment in clause reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Collateral Agent shall not be required to effect any such withdrawal or the Deal Agent make any such distribution until an officer of the Servicer or a representative of the Servicer designated by an officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (xwhich shall include electronic transmission) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such payment, will be greater than the amount needed to make the payments required pursuant to Section 2.7(a)(i) through (xi). (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (vii) is insufficient to cover all amounts due thereunder on such Payment Date the Collateral Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, (ya “Reserve Advance”) or (z) below, as applicable:and deposit such amount to the Collection Account. The Collateral Agent shall pay such amount to the Deal Agent for payment to the Lenders.

Settlement Procedures. (a) Collection of the Receivables --------------------- shall be administered by the Collection Agent, in accordance with the terms of this Agreement. The Servicer Transferor shall provide to the Collection Agent on a timely basis all information needed for such administration. (b) The Collection Agent shall, on each day on which Collections are received by it, set aside and hold in trust for the benefit of Hedge Counterparties and the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from Transferees such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, shall distribute such Collections on each Settlement Date in the following order of priority: (i) first, to the Servicer for the Hedge Counterparties in payment of the accrued Servicing Fees net amounts payable for to such Hedge Counterparties by the immediately preceding Interest Period Transferor under the Hedge Agreements (plus, if applicable, the amount of Servicing Fees excluding any Hedge Breakage Costs payable for any prior Interest Period to the extent such amount has not been distributed to the Servicerthereunder); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such Collection Agent, an amount has not been distributed equal to such Lender or Credit Partyany Unreimbursed Servicer Advances; (iii) thirdto the Collection Agent, as set forth if the Collection Agent is not IOS Capital, Inc., an amount equal to the Collection Agent Fee accrued but unpaid during the preceding Settlement Period, together with any amounts in clause respect of the Collection Agent Fee that were due in respect of prior Settlement Periods that remain unpaid; (xiv) to the Administrative Agent's Account, an amount equal to accrued and unpaid Yield and any fees payable pursuant to Section 1.04(a); (v) to the Administrative Agent's Account, (a) prior to the occurrence of a Trigger Event, an amount equal to the due and unpaid Principal Payment Amount, and (yb) following the occurrence and during the continuation of a Trigger Event, an amount equal to the outstanding Aggregate Capital (after giving effect to any other reduction in Aggregate Capital occurring on such Settlement Date); (vi) to the Collection Agent, if the Collection Agent is IOS Capital, Inc., an amount equal to the Collection Agent Fee accrued but unpaid during the preceding Settlement Period, together with any amounts in respect of the Collection Agent Fee that were due in respect of prior Settlement Periods that remain unpaid; (vii) to the Hedge Counterparties in payment of any Hedge Breakage Costs payable to such Counterparties under the Hedge Agreements. (viii) to the Administrative Agent's Account, in payment of any amounts then owed to the Transferees, the Administrative Agent or any Affected Person hereunder (zother than in respect of Yield, fees or the repayment of Capital); and (ix) belowto the Transferor, as applicable:any remaining amounts.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent As set forth in Section 6.03 are satisfied the Monthly Report, on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Payment Date, the Servicer (or, following its assumption of control of Collateral Agent shall withdraw Available Funds and any Excess Reserve Amount and investment earnings on amounts on deposit in the Lock-Box Accounts, Collection Account from the Administrative Agent) shall, Collection Account and allocate and distribute such Collections amounts to the applicable Person in the following order of priority: (i) firstFIRST, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period pari passu, (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed A) to the Servicer), an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (C) to the Backup Servicer, so long as it has not become the Successor Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed to the Backup Servicer; and (D) to the Collateral Agent, accrued and unpaid Collateral Agent Fee due in respect of such Payment Date, any unpaid Collateral Agent Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Collateral Agent, and any accrued and unpaid Indemnified Amounts owed to the Collateral Agent, in the case of clauses (i)(C) and (i)(D) prior to a Termination Event, up to Capped Backup Servicer and Collateral Agent Fees and Expenses, monthly; (ii) secondSECOND, to each Lender and other Credit Party (ratablythe Lenders, based on pro rata, an amount equal to the amount then due and owing), all sum of any accrued and unpaid Interest, Fees (A) Yield and Breakage Fees (B) any Increased Costs and any Additional Amounts due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of Payment Date and any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for unpaid from any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit PartyPayment Date; (iii) thirdTHIRD, as set forth to the Lenders, pro rata based upon the portion of such amounts owed to each such party, any Indemnified Amounts; (iv) FOURTH, (A) during the Revolving Period, to the Principal Collection Account for application by the Borrower to purchase additional Loans (or to fund additional Dealer Loan Contracts allocated to the Open Pool of Dealer Loan Contracts securing a Dealer Loan) from the Originator, the amount needed to cause (1) the Collateral Amount to at least equal the Minimum Collateral Amount, and if the Minimum Collateral Amount cannot be reached due to an insufficient amount of Loans for purchase by the Borrower, the amount needed to cause the Adjusted Collateral Amount to equal the Minimum Collateral Amount, and (2) the Forecasted Collections to at least equal the Minimum Forecasted Collections Amount, and if the Minimum Forecasted Collections Amount cannot be reached due to an insufficient amount of Loans for purchase by the Borrower, the amount needed to cause the Adjusted Forecasted Collections to at least equal the Minimum Forecasted Collections Amount; and (B) during the Amortization Period, to the Lenders, pro rata, the Principal Distributable Amount, until Capital has been reduced to zero; (v) FIFTH, during the Revolving Period, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (vi) SIXTH, pari passu, (A) to the Backup Servicer, any amounts owed to the Backup Servicer, to the extent not paid pursuant to clause (xi)(C) and (B) to the Collateral Agent, any accrued fees, reasonable out-of-pocket expenses or Indemnified Amounts to the extent not paid pursuant to clause (i)(D), in the case of clauses (yi)(C) or and (zi)(D), due to the Capped Backup Servicer and Collateral Agent Fees and Expenses; (vii) belowSEVENTH, as applicable:to the Lenders for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (viii) EIGHTH, to the Borrower any remaining amounts. (b) (2) If on any Payment Date the amount paid pursuant to Section 2.7(a)(ii) and (iv) is insufficient to cover all amounts due thereunder on such Payment Date the Collateral Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Collateral Agent shall pay such amount to the Lenders.

Settlement Procedures. (a) The By delivery of each Settlement Report, the Servicer shall be deemed to have instructed the Account Bank to withdraw the following amounts, in each case as set aside forth in the related Settlement Report: (A) from the Collection Account, Available Funds and hold (B) from the Credit Reserve Account, any Available Funds Shortfall. By delivery of each Settlement Report, the Servicer shall also be deemed to have instructed the Account Bank to pay or make the following distributions in trust for the benefit following amounts to the following Persons on the related Settlement Date in the following order of priority from (x) the Secured Parties Collection Account, to the extent of Available Funds and (ory) the Credit Reserve Account to the extent there is an Available Funds Shortfall, if so requested by with respect to amounts payable under clauses (i) through (iv): (i) First, (1) to the Administrative AgentServicer and any Successor Servicer, segregate in a separate account approved by an amount equal to the Administrative Agent), for application accrued and unpaid Servicing Fee and Supplemental Servicing Fee payable to each of them in accordance with the priority Servicing Agreement, (2) to the Servicer, all reimbursable out-of-pocket costs of payments liquidation, subject to the limitations in the definition of “Liquidation Proceeds”, (3) to the Servicer all Supplemental Fees and non-Ally guaranteed asset protection waiver reimbursements for the related Collection Period and then (4) to the Successor Servicer, as applicable, any unpaid Transition Expenses, subject, in the case of any Settlement Date occurring prior to the occurrence of the Termination Date, to the Transition Expenses Cap; (ii) Second, (A) first, pro rata, to the Administrative Agent in an amount equal to any accrued and unpaid Administrative Agent Fees, the Collateral Custodian, in an amount equal to any accrued and unpaid Collateral Custodian Fees, the Account Bank in an amount equal to any accrued and unpaid Account Bank Fees, the Owner Trustee, in an amount equal to any accrued and unpaid owner trustee fees, to the Trust Administrator, in an amount equal to any accrued and unpaid Trust Administrator Fee, and to the E-Sign Provider and E-Vault Provider in an amount equal to its accrued and unpaid fees in respect of Electronic Contracts (other than the fees required to be paid by the Collateral Custodian under the terms of the E-Vault Access Agreement not incurred in connection with the actions taken at the direction of the Administrative Agent or the Required Lenders) then (B) second, pro rata, to the Servicer, Administrative Agent, Collateral Custodian, Account Bank, Owner Trustee, E-Sign Provider and E-Vault Provider any expense reimbursements and indemnified amounts payable thereto in accordance with this Agreement, the Servicing Agreement, the Collateral Custodian Agreement, the Account Control Agreement, the Trust Agreement or the E-Vault Access Agreement (in the case of the E-Vault Provider, other than the expenses required to be paid by the Collateral Custodian under the terms of the E-Vault Access Agreement not incurred in connection with the actions taken at the direction of the Administrative Agent or the Required Lenders), in each of clauses (A) and (B) subject, in the case of any Settlement Date occurring prior to the occurrence of the Termination Date, to the Annual Expenses Cap, as applicable (iii) Third, to each Lender, pro rata in accordance with such Lender’s Commitment Percentage, an amount equal to any accrued and unpaid (1) Interest with respect to the Outstanding Loan Amount, (2) Breakage Costs due and owing to the Lenders, and (3) all other Aggregate Unpaids (other than the Outstanding Loan Amount) then due under this Agreement to the Lenders; (iv) Fourth, to each Lender, pro rata in accordance with such Lender’s Commitment Percentage: (A) an amount equal to the positive excess (if any) of the Outstanding Loan Amount as of the related Determination Date (after giving effect to the distribution made clauses (i) through (iii) above) over the Borrowing Base as of such Determination Date (including with regard to the positive excess (if any) of the Outstanding Loan Amount (Part AF) as of the related Determination Date (after giving effect to the distribution made clauses (i) through (iii) above) over the portion of the Borrowing Base related to Eligible Receivables (Part AF) as of such Determination Date and the positive excess (if any) of the Outstanding Loan Amount (Part S) as of the related Determination Date (after giving effect to the distribution made clauses (i) through (iii) above) over the portion of the Borrowing Base related to Eligible Receivables (Part S) as of such Determination Date) or (B) if a Turbo Event has occurred, an amount equal to the Outstanding Loan Amount; (v) Fifth, on any Settlement Date occurring prior to the Termination Date, to the Credit Reserve Account, the amount necessary to cause the amount on deposit therein to equal the Required Credit Reserve Account Amount; (vi) Sixth, pro rata, to the extent not paid pursuant to clauses (i) or (ii) above (whether as a result of the limitations on amounts set forth belowtherein or otherwise) to the Servicer, all Collections on Pool Receivables Successor Servicer, Administrative Agent, Collateral Custodian, Account Bank or Owner Trustee any fees, expenses or indemnities owed to such Person; (vii) Seventh, to any Person who is due any fee, reimbursable expense or indemnified amount under this Agreement that are received by is accrued or due hereunder and not fully paid, the Servicer amount of such fee, expense or indemnified amount; and (viii) Eighth, any remaining amount shall be distributed to the Borrower or received in Certificateholder free and clear of any Lock-Box or Lock-Box Accountinterest of the Lenders and the Administrative Agent; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release no event shall distributions pursuant to the Borrower from such Collections the amount this clause (if anyviii) necessary to pay (i) the purchase price for Receivables purchased be used by the Borrower on such date in accordance with or the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower Certificateholder to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any acquire additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:Receivables.

Settlement Procedures. (a) The Servicer On each Payment Date, the Borrower (or at all times after the occurrence and continuance of a Termination Event, the Collateral Agent) shall set aside withdraw Available Funds and hold in trust for the benefit of the Secured Parties any Excess Reserve Amount (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application to be applied in accordance with Section 2.6(c)) and investment earnings on amounts on deposit in the priority of payments set forth below, all Collections on Pool Receivables that are received by Collection Account from the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on Collection Account and allocate and distribute such date, the Servicer may release amounts to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections applicable Person in the following order of priority: (i) firstFIRST, to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicable, the amount exclusive of Servicing Fees payable for termination payments) unpaid from any prior Interest Period to the extent such amount has not been distributed to the Servicer)Payment Date; (ii) secondSECOND, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party[Reserved]; (iii) thirdTHIRD, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out‑of‑pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to ▇▇▇▇▇ Fargo in an aggregate amount up to $17,000 per month (the “Cap”); provided, however, that in the event of an acceleration resulting from a Termination Event specified under Section 9.1(e)(i) or Section 9.1(g) hereunder, such Cap will not apply; (iv) FOURTH, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (v) FIFTH, to the Lenders, ratably, an amount equal to the sum of any accrued and unpaid (A) Interest and Breakage Costs, (B) Program Fee, and (C) Unused Fee due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (vi) SIXTH, during the Revolving Period, to the Lenders, ratably (based on the outstanding principal amount of the Revolving Loans of each Lender), an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vii) SEVENTH, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) EIGHTH, during the Amortization Period, to the Lenders, ratably (based on the outstanding principal amount of the Revolving Loans of each Lender), the Additional Principal Payment Amount, until the Aggregate Loan Amount has been reduced to zero; (ix) NINTH, ratably to the Lenders and the Backup Servicer, an amount equal to Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause THIRD above) due in respect of such Payment Date and unpaid from any prior Payment Date; (x) TENTH, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (xi) ELEVENTH, to the Backup Servicer, if it has become the Successor Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause FOURTH above and any such Servicing Fee unpaid from any prior Payment Date; (xii) TWELFTH, to any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than the Aggregate Loan Amount) until paid in full; and (xiii) THIRTEENTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower may, upon two Business Days’ prior written notice to the Deal Agent and the Lenders, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower shall distribute such amount ratably to the Lenders, as set forth a payment in clause reduction of the portion of the Aggregate Loan Amount funded or maintained by each such Lender. Notwithstanding anything in this Section 2.6(b) to the contrary, the Borrower shall not be required to effect any such withdrawal or make any such distribution until an officer of the Servicer or a representative of the Servicer designated by an officer of the Servicer has certified to the Borrower, the Collateral Agent, the Deal Agent and the Lenders in writing (xwhich shall include electronic transmission) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such payment, will be greater than the amount needed to make the payments required pursuant to Section 2.6(a)(i) through (xii). (c) (i) If on any Payment Date the amount paid pursuant to Section 2.6(a)(v) and (vi) is insufficient to cover all amounts due thereunder on such Payment Date, the Borrower (y) or (z) belowthe Collateral Agent, as applicable:) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or the Collateral Agent, as applicable) shall pay such amount ratably to the Lenders.

Settlement Procedures. No later than 11:00 a.m. (aNew York City time) The Servicer shall set aside (x) on each Payment Date and hold in trust for (y) solely with respect to the benefit payment of the Secured Parties Supplemental Fees pursuant to clause (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth a)(ii) below, all Collections on Pool Receivables that are received by the Servicer 15th calendar day of each calendar month (or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with is not a Business Day the terms of the Purchase immediately succeeding Business Day) beginning on August 16, 2021 and Sale Agreement or ending on July 15, 2022 (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such releaseeach, a “ReleaseSupplemental Fee Payment Date”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) Paying Agent shall, distribute from the Collection Account, to the extent of available funds (such Collections amounts being the “Available Collections”) disburse the following amounts in the following order of priority: (a) During the Revolving Period, and in each case unless otherwise specified below, applying Available Collections: (i) firstFirst, ratably, (A) to the Servicer Bank Parties in an amount equal to any accrued and unpaid Bank Fees and Expenses, if any, for the payment of thereof in an aggregate amount not to exceed the accrued Servicing Bank Fees payable for and Expenses and the immediately preceding Interest Period Administrative Expense Cap, and (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period B) to the extent such Administrative Agent, in an amount has not been distributed equal to the Servicer)any accrued and unpaid Administrative Agent Fee and Administrative Expenses; (ii) secondSecond, to the Administrative Agent for payment to each Lender and other Credit Party (ratablyManaging Agent, based on behalf of the related Lenders, in an amount then due and owing), all equal to any accrued and unpaid Interest, Fees Unused Fee that is due on such Payment Date and Breakage Fees any accrued and unpaid Supplemental Fee that is due to on such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit PartySupplemental Fee Payment Date; (iii) thirdThird, as set forth first, to the Administrative Agent for payment to each Managing Agent, on behalf of the related Lenders, an amount equal to the excess, if any, of Advances Outstanding over the Maximum Availability, pro rata; provided, however, that to the extent that (i) the Termination Date has not occurred and (ii) Advances Outstanding exceed the Facility Amount due to one or more Lenders becoming Non-Renewing Lenders, to each Managing Agent on behalf of such Non-Renewing Lenders only, pro rata in clause accordance with their Advances Outstanding; (xiv) Fourth, to the Administrative Agent for payment to each Managing Agent, on behalf of the related Lenders, in the amount of Increased Costs, and/or Taxes (if any); (v) Fifth, to the Administrative Agent, all other amounts or Obligations then due under this Agreement or the other Transaction Documents to the Administrative Agent, the Lenders, the Affected Parties or Indemnified Parties, each for the payment thereof; (vi) Sixth, to the Bank Parties, all other amounts then due under this Agreement or the other Transaction Documents to the Bank Parties, for the payment thereof; and (vii) Seventh, all remaining amounts to the Borrower. (b) During the Amortization Period, to the extent of Available Collections: (i) First, ratably, (yA) to the Bank Parties in an amount equal to any accrued and unpaid Bank Fees and Expenses, if any, for the payment thereof in an aggregate amount not to exceed the Bank Fees and Expenses and the Administrative Expense Cap, provided, that if the Advances have been accelerated following the occurrence and during the continuance of an Event of Default, and the sale of the Collateral has commenced in connection therewith, such limitations specified therein shall not be given any effect, and (B) to the Administrative Agent, in an amount equal to any accrued and unpaid Administrative Agent Fee and Administrative Expenses; (ii) Second, to the Administrative Agent for payment to each Managing Agent, on behalf of the related Lenders, in an amount equal to any accrued and unpaid Interest for such Payment Date; (iii) Third, to the Administrative Agent for ratable payment to each Managing Agent, on behalf of the related Lenders, in an amount to reduce Advances Outstanding to zero and to pay any other Obligations in full; (iv) Fourth, to the Administrative Agent for payment to each Managing Agent, on behalf of the related Lenders, in the amount of Increased Costs and/or Taxes (if any); (v) Fifth, to the Administrative Agent, all other amounts or Obligations then due under this Agreement or the other Transaction Documents to the Administrative Agent, the Lenders, the Affected Parties or Indemnified Parties, each for the payment thereof; (zvi) belowSixth, as applicable:to the Bank Parties, all other amounts then due under this Agreement or the other Transaction Documents to the Bank Parties, for the payment thereof; and (vii) Seventh, all remaining amounts to the Borrower.

Settlement Procedures. (a) The Servicer All Collections on Pool Receivables shall set aside and hold be held in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for Borrower Collection Accounts until their application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 5.03 are satisfied on such datedate (as evidenced by the related Release), the Borrower (or the Initial Servicer may on its behalf) may, subject to Section 3.02, direct the Paying Agent and the Account Bank to release to the Borrower from such Collections the amount (if any) necessary to pay (i) pay the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Initial Purchase and Sale Agreement or Agreement, (ii) amounts owing for payment by the Borrower with respect to any Subordinated Note on any Monthly Settlement Date from available collections under clause (vii) below or (iii) for distribution to the Originators Parent as a return on the Parent’s equity interest in the Borrower on any Monthly Settlement Date from available collections under the Subordinated Notes clause (vii) below (each such release, a “Release”). On each Settlement Date, and to the Servicer extent required in accordance with Section 8.10, the Paying Agent shall (or, following its assumption of control subject to Section 3.02) distribute all Collections received during the related Settlement Period held in the Borrower Collection Accounts and any amounts on deposit in the Interest Reserve Account in excess of the Lock-Box Accounts, Interest Reserve Amount as of such Settlement Date in accordance with the Administrative Agent) shall, distribute such Collections Information Package in the following order of priority: (i) first, to pay any fees and out-of-pocket expenses and indemnities due to the Collateral Agent, Paying Agent, Account Bank and Back-up Servicer, up to an aggregate maximum amount of $150,000 in any given calendar year; provided that, in the event that an Early Amortization Event, Unmatured Initial Servicer Default, Initial Servicer Default, Event of Default or Unmatured Event of Default has occurred and is continuing, the fees and out-of-pocket expenses and indemnities due to the Collateral Agent, Paying Agent, Account Bank and Back-up Servicer shall not be subject to such $150,000 maximum amount; (ii) second, to the Administrative Agent, any out-of-pocket expenses and indemnities due to the Administrative Agent through the related Interest Period; (iii) third, (a) so long as no Event of Default has occurred (or has been waived or consented to in accordance with Section 13.01) on or prior to such Settlement Date, to each Lender and other Credit Party (ratably, based on the amount then due and owing to such Credit Party), all accrued and unpaid Interest, Fees (other than fees payable in accordance with clause (ii) above) and Breakage Amount due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 12.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Amounts (including any additional amounts or indemnified amounts payable under Sections 4.03 and 12.01 in respect of such payments) payable for any prior Interest Period; and (b) if an Event of Default has occurred (and has not been waived or consented to in accordance with Section 13.01) on or prior to such Settlement Date, to each Class A1 Lender (ratably, based on the amount then due and owing to all Class A1 Lenders), all accrued and unpaid Interest, Fees and Breakage Amount due to such Class A1 Lender for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 12.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Amounts (including any additional amounts or indemnified amounts payable under Sections 4.03 and 12.01 in respect of such payments) payable to such Class A1 Lender for any prior Interest Period; (iv) fourth, to the Servicer (or, to the extent set forth in the Back-up Servicing Agreement following a Servicing Transfer Date, to the Back-up Servicer and the Initial Servicer) for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (iiv) secondfifth, prior to the occurrence of the Revolving Period Termination Date, to deposit in the Interest Reserve Account, an amount equal to any Interest Reserve Account Deficit Amount; (vi) sixth, as set forth in clauses (A) through (D) below, in such order, as applicable: (A) prior to the occurrence of the Revolving Period Termination Date, to each Lender and other Credit Party (ratably, based on the amount then due and owingowing to such Lender pursuant to this clause (A)), the Class A1 Monthly Principal Payment Amount and the Class A2 Monthly Principal Payment Amount, as applicable; (B) on or after the Revolving Period Termination Date so long as no Event of Default has occurred (or has been waived or consented to in accordance with Section 13.01) on or prior to such Settlement Date, any remaining available funds to each Lender (ratably, based on the aggregate outstanding principal amount of the Loans of such Lender) until the aggregate outstanding principal amount of the Loans is reduced to zero; (C) if an Event of Default has occurred (and has not been waived or consented to in accordance with Section 13.01) on or prior to such Settlement Date, to each Class A1 Lender (ratably, based on the aggregate outstanding principal amount of the Class A Loans of such Class A1 Lender), for the payment in full of the aggregate outstanding principal amount of the Class A1 Loans; and (D) if an Event of Default has occurred (and has not been waived or consented to in accordance with Section 13.01) on or prior to such Settlement Date, to the Class A2 Lenders (ratably, based on the amounts then due and owing to such Class A2 Lenders), (1) all accrued and unpaid Interest, Fees and Breakage Fees Amount due to such Class A2 Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 4.03 and 13.01 12.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees Amounts (including any additional amounts or indemnified amounts payable under Sections 5.03 4.03 and 13.01 12.01 in respect of such payments) payable to such Class A2 Lender for any prior Interest Period Period, and (2) for the payment in full of the aggregate outstanding principal amount of the Class A2 Loans; (vii) seventh, to the Back-up Servicer, the Collateral Agent, the Account Bank, the Paying Agent, the Credit Parties, any other Affected Persons and the Borrower Indemnified Parties (ratably, based on the amount due and owing at such time), for the payment of all other Borrower Obligations (including any indemnified amounts payable under Section 11.01, any expenses paid as advances by the Back-up Servicer in accordance with the terms of the Back-up Servicing Agreement and any fees or expenses otherwise payable under clause (i) above) then due and owing by the Borrower to the Back-up Servicer, the Collateral Agent, the Account Bank, Paying Agent, Credit Parties, any other Affected Persons and the Borrower Indemnified Parties; and (viii) eighth, the balance, if any, to be paid to, or at the direction of, the Borrower for its own account. (b) All payments or distributions to be made to the Lenders (or their respective related Affected Persons and the Borrower Indemnified Parties) hereunder shall be paid or at the direction of the Administrative Agent for the benefit of the related Lender at its Lender’s Account. Each Lender, upon its receipt in the applicable Lender’s Account of any such payments or distributions, shall distribute such amounts to its applicable related Affected Persons and the Borrower Indemnified Parties. Notwithstanding anything to the contrary set forth in this Section 3.01, the Administrative Agent shall have no obligation to distribute or pay any amount under this Section 3.01 except to the extent actually received by the Administrative Agent. Each payment by the Servicer or the Borrower to the Administrative Agent for the account of any Credit Party hereunder shall be deemed to constitute payment by the Servicer or the Borrower directly to such amount has not been distributed Credit Party, provided, however, that in the event any such payment by the Servicer or Borrower is required to be returned to the Servicer or Borrower for any reason whatsoever, then the Servicer’s or Borrower’s obligation to such Lender or with respect to such payment shall be deemed to be automatically reinstated. Additionally, each Lender hereby covenants and agrees to provide timely and accurate responses to each of the Administrative Agent’s requests for information necessary for the Administrative Agent to make the allocations to the Lenders required to be made by the Administrative Agent hereunder, including the applicable account of each Lender for which amounts should be distributed. (c) If and to the extent the Administrative Agent, any Credit Party, any other Secured Party, any Affected Person, any WT Indemnified Party or any Borrower Indemnified Party shall be required for any reason to pay over to any Person any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Borrower and, accordingly, the Administrative Agent, such Credit Party, such Affected Person, such WT Indemnified Party or such Borrower Indemnified Party, as the case may be, shall have a claim against the Borrower for such amount. (d) For the purposes of this Section 3.01: (i) Deemed Collections payments made by the Originators to the Borrower under the Initial Purchase and Sale Agreement shall be treated as Collections and held for application pursuant to Section 3.01(a); (iiiii) thirdexcept as otherwise required by Applicable Law or the relevant Contract, as set forth all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in clause the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (x)e) if and to the extent the Administrative Agent, any Credit Party, any other Secured Party, any other Affected Person, any WT Indemnified Party or any Borrower Indemnified Party shall be required for any reason to pay over to an Obligor (yor any trustee, receiver, custodian or similar official in any insolvency proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by such Person but rather to have been retained by the Borrower and, accordingly, such Person shall have a claim against the Borrower for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (f) Notwithstanding the other provisions of this Section 3.01 or any other term of this Agreement, to the extent that any bank where an Originator Collection Account is held is entitled to an indemnification or expenses claim from the Borrower or (zfollowing the delivery of a notice of control) belowthe Collateral Agent pursuant to the related Account Control Agreement, as applicable:the Borrower or (following the delivery of a notice of control) the Collateral Agent may request a withdrawal from the Borrower Collection Account to satisfy such obligation by delivering a request in writing to the Administrative Agent, the Paying Agent and the Account Bank two Business Days prior to the requested date of the requested payment to the Originator Collection Account Bank. Unless the Administrative Agent shall have delivered written notice of its objection to such payment by 5:00 p.m (New York City time) on the Business Day prior to the requested date of such payment, the Account Bank shall (solely to the extent insufficient cash is available in the Borrower Collection Account) liquidate sufficient Permitted Investments held pursuant to Section 8.10 to make such payment and the Paying Agent shall wire the requested funds to the applicable Originator Collection Account bank.

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for On each Payment Date occurring prior to the benefit occurrence of a Default or Event of Default, the Secured Parties (orAccount Bank shall, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release Account Control Agreement and to the Borrower from extent of Available Funds for such Collections Payment Date and amounts on deposit in the amount (if any) necessary to Expense Reserve Account and the Interest Reserve Account, pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under following Persons the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections amounts in the following order of priority: (i) first, to the Servicer Lender, an amount equal to any accrued and unpaid (1) Interest (plus any Unused Fee) for the payment related Interest Period, (2) all Indemnified Amounts then due and payable under this Agreement, and (3) all other Obligations (other than the Note Balance) then due under this Agreement; (ii) second, pro rata, to pay (A) to the Custodian (x) any Custodian Fees and any taxes, costs, expenses, charges and other amounts (other than indemnities) which are then due and payable to the Custodian under or in connection with the Custodial Agreement as of such Payment Date and (y) any amounts in respect of indemnification claims that are not directly reimbursed by the Borrowers pursuant to the Custodial Agreement in an amount not to exceed $25,000 in the aggregate for so long as this Agreement is in effect, (B) to the Account Bank any fees, costs, expenses, charges and other amounts (other than indemnities) which are then due and payable to the Account Bank under or in connection with any Account Agreement as of such Payment Date and (C) to the Servicer, the accrued and unpaid Servicing Fee and expenses of the accrued Servicing Fees payable for Servicer (such expenses not to exceed $25,000 in the immediately preceding Interest Period aggregate in any calendar year); (plusiii) third, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent Expense Reserve Account, any additional amounts required on such Payment Date to increase the Expense Reserve Account balance up to the Expense Reserve Required Balance on such Payment Date; (iv) fourth, to the Interest Reserve Account, any additional amounts required on such Payment Date to increase the Interest Reserve Account balance up to the Interest Reserve Account Required Balance on such Payment Date; (v) fifth, to the Lender, all remaining amounts to be applied to reduce the Note Balance to zero; (vi) sixth, pro rata to pay (A) to the Custodian, any amounts in respect of indemnification claims that are not directly reimbursed by the Borrowers pursuant to the Custodial Agreement or reimbursed pursuant to clause second above; (B) to the Account Bank, any amounts in respect of indemnification claims that are not directly reimbursed by the Borrowers with respect to Account Bank’s duties and obligations under any Account Agreement; and (C) to the Servicer, any amounts in respect of fees and expenses not reimbursed pursuant to clause second above; and (vii) seventh, any remaining amount has not been shall be distributed to the Servicer)Borrowers free and clear of any interest of the Lender. (b) On or after the occurrence of a Default or Event of Default, all amounts deposited in the Collection Account and amounts on deposit in the Escrow Account, the Expense Reserve Account and the Interest Reserve Account shall be applied by Account Bank, on the Business Day next following the Business Day on which each amount is so deposited, in the following order of priority: (i) first, to pay to the Lender an amount equal to any fees and expenses then due and payable from the Borrowers to the Lender under the Transaction Documents; (ii) second, to each pay to the Lender and other Credit Party (ratably, based on an amount equal to the amount then due and owing), all Interest accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in with respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit PartyPrincipal Amount of all Loans outstanding; (iii) third, as set forth in clause to pay to the Lender an amount equal to all Indemnified Amounts then due and payable from the Borrowers to the Lender under the Transactions Documents; (iv) fourth, pro rata, to pay (A) to the Custodian (x)) any Custodian Fees and any taxes, costs, expenses, charges and other amounts (other than indemnities) which are then due and payable to the Custodian under or in connection with the Custodial Agreement and (y) any amounts in respect of indemnification claims that are not directly reimbursed by the Borrowers pursuant to the Custodial Agreement in an amount not to exceed $25,000 in the aggregate for so long as this Agreement is in effect, and (B) to the Account Bank any fees, costs, expenses, charges and other amounts (other than indemnities) which are then due and payable to the Account Bank under or in connection with any Account Agreement and (C) to the Servicer, the accrued and unpaid Servicing Fee and the expenses of the Servicer (such expenses not to exceed $25,000 in the aggregate in any calendar year); (v) fifth, to the Lender, to reduce the Note Balance to zero; and (vi) sixth, pro rata to pay (A) to the Custodian, any amounts in respect of indemnification claims that are not directly reimbursed by the Borrowers pursuant to the Custodial Agreement or reimbursed pursuant to clause fourth above; (B) to the Account Bank, any amounts in respect of indemnification claims that are not directly reimbursed by the Borrowers with respect to Account Bank’s duties and obligations under any Account Agreement and (C) to the Servicer, any amounts in respect of fees and expenses not reimbursed pursuant to clause fourth above. (c) If on any date a Borrowing Base Deficiency exists, then no later than three (3) Business Days after the earlier of receipt by the Borrowers of notice thereof from the Lender or knowledge thereof by the Borrowers, the Borrowers shall (i) transfer, in immediately available funds, to Lender an amount to be applied to reduce the outstanding Note Balance, or (zii) belowif acceptable to the Lender (in its sole discretion) pledge additional Eligible Tax Liens for no additional consideration, as applicable:in each case, such that after giving effect to such transfers, no Borrowing Base Deficiency exists.

Settlement Procedures. (a) The Servicer On each Payment Date and on the Maturity Date, the Collateral Agent shall set aside withdraw Available Funds and hold in trust for the benefit of the Secured Parties any Excess Reserve Amount (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application to be applied in accordance with Section 2.7(c)) and investment earnings on amounts on deposit in the priority of payments set forth below, all Collections on Pool Receivables that are received by Collection Account from the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on Collection Account and allocate and distribute such date, the Servicer may release amounts to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections applicable Person in the following order of priority: (i) firstFIRST, to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicable, the amount exclusive of Servicing Fees payable for termination payments) unpaid from any prior Interest Period to the extent such amount has not been distributed to the Servicer);Payment Date. (ii) secondSECOND, to each Lender and other Credit Party (ratablythe Backup Servicer so long as it has not become the Servicer hereunder, based on the an amount then due and owing), all equal to any accrued and unpaid Interest, Fees and Breakage Fees Backup Servicing Fee due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments)Payment Date, plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for unpaid Backup Servicing Fee from any prior Interest Period Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to the extent such amount has not been distributed SST up to such Lender or Credit Party$17,000, monthly; (iii) thirdTHIRD, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (iv) FOURTH, to the Deal Agent for the account of the Lender, an amount equal to the sum of any accrued and unpaid (A) Interest and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (v) FIFTH, during the Revolving Period, to the Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) above) due in respect of such Payment Date and unpaid from any prior Payment Date; (viii) EIGHTH, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (ix) NINTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause (iii) above and any such Servicing Fee unpaid from any prior Payment Date; (x) TENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xi) ELEVENTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Collateral Agent shall, upon two Business Days' prior written request of the Borrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Collateral Agent shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as set forth a payment in clause reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Collateral Agent shall not be required to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (which shall include electronic transmission) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such payment, will be greater than the amount needed to make the payments required pursuant to Section 2.7(a)(i) through (x). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (v) is insufficient to cover all amounts due thereunder on such Payment Date the Collateral Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, (ya “Reserve Advance”) or (z) below, as applicable:and deposit such amount to the Collection Account. The Collateral Agent shall pay such amount to the Deal Agent for payment to the Lender.

Settlement Procedures. (a) The On each Payment Date, the Collateral Agent shall withdraw Available Funds and any Excess Reserve Amount and Servicer shall set aside and hold in trust for the benefit of the Secured Parties Advances (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application to be applied in accordance with Section 2.7(c)) and investment earnings on amounts on deposit in the priority of payments set forth below, all Collections on Pool Receivables that are received by Collection Account from the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on Collection Account and allocate and distribute such date, the Servicer may release amounts to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections applicable Person in the following order of priority: (i) firstFIRST, to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicable, the amount exclusive of Servicing Fees payable for termination payments) unpaid from any prior Interest Period to the extent such amount has not been distributed to the Servicer);Payment Date. (ii) secondSECOND, to each Lender and other Credit Party (ratablythe Servicer, based on the an amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due equal to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit PartyUnreimbursed Servicer Advances; (iii) thirdTHIRD, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (iv) FOURTH, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (v) FIFTH, to the Deal Agent for the account of the Lenders, an amount equal to the sum of any accrued and unpaid (A) Yield and Breakage Costs, (B) the Program Fee, and (C) the Unused Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (vi) SIXTH, during the Revolving Period, to the Deal Agent for the account of the Lenders, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vii) SEVENTH, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) EIGHTH, (i) during the Revolving Period with respect to each Dissenting Investor after the time its Commitment has been reduced to zero pursuant to Section 2.1(b)(iv), pro rata, an amount equal to its outstanding Capital until such Dissenting Investor’s Capital has been reduced to zero and (ii) during the Amortization Period, to the Deal Agent for the account of the Lenders, pro rata, the Additional Principal Payment Amount, until Capital has been reduced to zero; (ix) NINTH, to the Deal Agent for the account of the Lenders and the Backup Servicer, an amount equal to Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause THIRD above) due in respect of such Payment Date and unpaid from any prior Payment Date; (x) TENTH, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (xi) ELEVENTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause FOURTH above and any such Servicing Fee unpaid from any prior Payment Date; (xii) TWELFTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xiii) THIRTEENTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Collateral Agent shall, upon two Business Days’ prior written request of the Borrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Collateral Agent shall distribute such amount to the Deal Agent for the account of the Lenders, to be distributed by the Deal Agent to the Lenders, pro rata, as set forth a payment in clause reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Collateral Agent shall not be required to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by an Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (xwhich shall include electronic transmission) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such payment, will be greater than the amount needed to make the payments required pursuant to Section 2.7(a)(i) through (xii). (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(v) and (vi) is insufficient to cover all amounts due thereunder on such Payment Date the Collateral Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, (ya “Reserve Advance”) or (z) below, as applicable:and deposit such amount to the Collection Account. The Collateral Agent shall pay such amount to the Deal Agent for payment to the Lenders.(i)

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as On each of the conditions precedent set forth in Section 6.03 are satisfied on such datePayment Date, the Servicer may release on behalf of the Borrower shall pay to the Borrower following Persons, from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by Collection Account, to the Borrower on such date in accordance with the terms extent of the Purchase and Sale Agreement or available funds, (ii) Servicer Advances, and (iii) amounts owing by received in respect of any Hedge Agreement during such Collection Period (the Borrower to sum of such amounts described in clauses (i), (ii) and (iii) being the Originators under "Available Collections") the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections amounts in the following order of priority: (i) firstFIRST, to the Servicer each Hedge Counterparty, any amounts, including any Hedge Breakage Costs, owing that Hedge Counterparty under its respective Hedging Agreement in respect of any Hedge Transaction(s), for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer)thereof; (ii) secondSECOND, to each Lender and other Credit Party (ratablythe Servicer, based on the in an amount then due and owing)equal to any Unreimbursed Servicer Advances, all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Partypayment thereof; (iii) thirdTHIRD, to the Servicer, in an amount equal to its accrued and unpaid Servicing Fees to the end of the preceding Collection Period, for the payment thereof; (iv) FOURTH, to the extent not paid by the Servicer, to the Backup Servicer, in amount equal to any accrued and unpaid currently due Backup Servicing Fee, for the payment thereof; (v) FIFTH, to the extent not paid by the Servicer, to the Collateral Custodian in an amount equal to any accrued and unpaid currently due Collateral Custodian Fee, for the payment thereof; (vi) SIXTH, to the Deal Agent for the ratable payment to each Lender, in an amount equal to any accrued and unpaid Interest (including any adjustments required due to the Deal Agent's estimate of the Cost of Funds Adjustment) and Breakage Costs; (vii) SEVENTH, to the Deal Agent for the ratable payment to each Lender, in an amount equal to any accrued and unpaid Program Fee and Facility Fee for such Payment Date; (viii) EIGHTH, to the Deal Agent, in the amount of unpaid Increased Costs and/or Taxes (if any), for payment to the Lenders in respect thereof; (ix) NINTH, if on any Business Day during the Revolving Period the Advances Outstanding shall exceed the lesser of (i) the Borrowing Base or (ii) the Facility Amount, then the Borrower shall remit to the Deal Agent a payment in such amount as set forth in clause may be necessary to reduce the Advances Outstanding to an amount less than or equal to the lesser of (i) the Borrowing Base or (ii) the Facility Amount. (x)) TENTH, to the Deal Agent, all other amounts (yother than Advances Outstanding) then due under this Agreement to the Deal Agent, the Lenders, the Affected Parties or Indemnified Parties; (zxi) belowELEVENTH, to the extent not paid by the Servicer, to the Backup Servicer, to the Collateral Custodian, and to any Successor Servicer, as applicable:, in an amount equal to any accrued and unpaid Transition Costs, Backup Servicer Expenses, Collateral Custodian Expenses and Market Servicing Fee Differential, for the payment thereof; (xii) TWELFTH, if such Payment Date occurs during the Revolving Period, to the extent that funds are available, any remaining amounts may be reinvested in Eligible Loans; (xiii) THIRTEENTH, (A) if such Payment Date occurs during the Revolving Period, first to the Excess Spread Account, in an amount necessary to cure any shortfall in the Required Equity Shortfall and any Overcollateralization Shortfall, second, all remaining amounts of Available Collections to the Borrower; and (B) if such Payment Date occurs during the Amortization Period, first to the Deal Agent for the ratable payment to each Lender, in an amount to reduce Advances Outstanding to zero and to pay in full the Obligations, second any remaining amounts of Available Collections to the Borrower.

Settlement Procedures. (a) The Servicer On each Payment Date, the Collateral Agent shall set aside withdraw Available Funds and hold in trust for the benefit of the Secured Parties any Excess Reserve Amount (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application to be applied in accordance with Section 2.7(c)) and investment earnings on amounts on deposit in the priority of payments set forth below, all Collections on Pool Receivables that are received by Collection Account from the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on Collection Account and allocate and distribute such date, the Servicer may release amounts to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections applicable Person in the following order of priority: (i) firstFIRST, to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicable, the amount exclusive of Servicing Fees payable for termination payments) unpaid from any prior Interest Period to the extent such amount has not been distributed to the Servicer);Payment Date. (ii) secondSECOND, to each Lender and other Credit Party (ratablythe Backup Servicer so long as it has not become the Servicer hereunder, based on the an amount then due and owing), all equal to any accrued and unpaid Interest, Fees and Breakage Fees Backup Servicing Fee due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments)Payment Date, plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for unpaid Backup Servicing Fee from any prior Interest Period Payment Date, any reasonable out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to the extent such amount has not been distributed Backup Servicer up to such Lender or Credit Party$17,000, monthly; (iii) thirdTHIRD, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (iv) FOURTH, to the Deal Agent for the account of the Lenders, an amount equal to the sum of any accrued and unpaid (A) Yield and Breakage Costs, (B) the Program Fee, and (C) the Unused Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (v) FIFTH, during the Revolving Period, to the Deal Agent for the account of the Lenders, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, to any Successor Servicer, to the extent not already paid pursuant to clause THIRD above an amount equal to Reliening Expenses; (vii) SEVENTH, (i) during the Revolving Period with respect to each Dissenting Investor after the time its Commitment has been reduced to zero pursuant to Section 2.1(b)(iv), pro rata, an amount equal to its outstanding Capital until such Dissenting Investor’s Capital has been reduced to zero and (ii) during the Amortization Period, to the Deal Agent for the account of the Lenders, pro rata, the Additional Principal Payment Amount, until Capital has been reduced to zero; (viii) EIGHTH, to the Deal Agent for the account of the Lenders and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause THIRD above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ix) NINTH, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (x) TENTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause THIRD above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xii) TWELFTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Collateral Agent shall, upon two Business Days' prior written request of the Borrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Collateral Agent shall distribute such amount to the Deal Agent for the account of the Lenders, to be distributed by the Deal Agent to the Lenders, pro rata, as set forth a payment in clause reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Collateral Agent shall not be required to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by an Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (xwhich shall include electronic transmission) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such payment, will be greater than the amount needed to make the payments required pursuant to Section 2.7(a)(i) through (xi). (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (vii) is insufficient to cover all amounts due thereunder on such Payment Date the Collateral Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Collateral Agent shall pay such amount to the Deal Agent for payment to the Lenders. (yii) If on any Payment Date during the Amortization Period, the amount paid pursuant to Section 2.7(a)(vii) is insufficient to reduce Capital to zero, the Deal Agent, in its sole discretion, may direct the Collateral Agent to withdraw any or (z) belowall of the amount on deposit in the Reserve Account, as applicable:and pay such amount to the Deal Agent, for payment to the Lenders.

Settlement Procedures. (a) The Servicer On each Payment Date, the Borrower (or at all times after the occurrence and continuance of a Termination Event, the Collateral Agent) shall set aside withdraw Available Funds and hold in trust for the benefit of the Secured Parties any Excess Reserve Amount (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application to be applied in accordance with Section 2.6(c)) and investment earnings on amounts on deposit in the priority of payments set forth below, all Collections on Pool Receivables that are received by Collection Account from the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on Collection Account and allocate and distribute such date, the Servicer may release amounts to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections applicable Person in the following order of priority: (i) firstFirst, to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicable, the amount exclusive of Servicing Fees payable for termination payments) unpaid from any prior Interest Period to the extent such amount has not been distributed to the Servicer)Payment Date; (ii) secondSecond, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party[Reserved]; (iii) thirdThird, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to ▇▇▇▇▇ FargoComputershare up to $17,000, monthly; (iv) Fourth, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (v) Fifth, to the Lenders, ratably, an amount equal to the sum of any accrued and unpaid (A) Interest and Breakage Costs, (B) Program Fee, and (C) Unused Fee due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (vi) Sixth, during the Revolving Period, to the Lenders, ratably (based on the outstanding principal amount of the Revolving Loans of each Lender), an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vii) Seventh, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) Eighth, during the Amortization Period, to the Lenders, ratably (based on the outstanding principal amount of the Revolving Loans of each Lender), the Additional Principal Payment Amount, until the Aggregate Loan Amount has been reduced to zero; (ix) Ninth, ratably to the Lenders and the Backup Servicer, an amount equal to Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause Third above) due in respect of such Payment Date and unpaid from any prior Payment Date; (x) Tenth, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (xi) Eleventh, to the Backup Servicer, if it has become the Successor Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause Fourth above and any such Servicing Fee unpaid from any prior Payment Date; (xii) Twelfth, to any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than the Aggregate Loan Amount) until paid in full; and (xiii) Thirteenth, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower may, upon two Business Days’ prior written notice to the Deal Agent and the Lenders, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower shall distribute such amount ratably to the Lenders, as set forth a payment in clause reduction of the portion of the Aggregate Loan Amount funded or maintained by each such Lender. Notwithstanding anything in this Section 2.6(b) to the contrary, the Borrower shall not be required to effect any such withdrawal or make any such distribution until an officer of the Servicer or a representative of the Servicer designated by an officer of the Servicer has certified to the Borrower, the Collateral Agent, the Deal Agent and the Lenders in writing (xwhich shall include electronic transmission) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such payment, will be greater than the amount needed to make the payments required pursuant to Section 2.6(a)(i) through (xii). (c) (i) If on any Payment Date the amount paid pursuant to Section 2.6(a)(v) and (vi) is insufficient to cover all amounts due thereunder on such Payment Date, the Borrower (y) or (z) belowthe Collateral Agent, as applicable:) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or the Collateral Agent, as applicable) shall pay such amount ratably to the Lenders.

Settlement Procedures. (a) The Servicer On each Payment Date, the Collateral Agent shall set aside withdraw Available Funds and hold in trust for the benefit of the Secured Parties any Excess Reserve Amount (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application to be applied in accordance with Section 2.7(c)) and investment earnings on amounts on deposit in the priority of payments set forth below, all Collections on Pool Receivables that are received by Collection Account from the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on Collection Account and allocate and distribute such date, the Servicer may release amounts to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections applicable Person in the following order of priority: (i) firstFIRST, to the Servicer for the payment Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of the accrued Servicing Fees payable for the immediately preceding Interest Period termination payments) and any such Hedge Costs (plus, if applicable, the amount exclusive of Servicing Fees payable for termination payments) unpaid from any prior Interest Period to the extent such amount has not been distributed to the Servicer);Payment Date. (ii) secondSECOND, to each Lender and other Credit Party (ratablythe Backup Servicer so long as it has not become the Servicer hereunder, based on the an amount then due and owing), all equal to any accrued and unpaid Interest, Fees and Breakage Fees Backup Servicing Fee due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments)Payment Date, plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for unpaid Backup Servicing Fee from any prior Interest Period Payment Date, any reasonable out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to the extent Backup Servicer in an aggregate amount up to $17,000 per month (the “Cap”); provided, however, that in the event of an acceleration resulting from a Termination Event specified under Section 10.1(d)(i) or Section 10.1(f) hereunder, such amount has Cap will not been distributed to such Lender or Credit Partyapply; (iii) third, as set forth in clause (x)THIRD, (yA) or to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (zB) belowto the Backup Servicer, as applicable:if it has become the Successor Servicer, any Transition Expenses; (iv) FOURTH, to the Deal Agent for the account of the Lenders, an amount equal to the sum of any accrued and unpaid (A) Yield and Breakage Costs, (B) Program Fee, and (C) Unused Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (v) FIFTH, during the Revolving Period, to the Deal Agent for the account of the Lenders, an amount equal to the Monthly Principal Payment Amount for such Payment Date;

Settlement Procedures. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as On each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release Payment Date prior to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Group A-1/A-2 Effective Date, the Servicer shall pay (oror shall instruct the Qualified Institution then holding the Collection Account to pay) to the following Persons, from the Collection Account to the extent of Available Funds the following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections amounts in the following order of priority: (i) firstFirst, to the Servicer, in an amount equal to any Unreimbursed Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer)Advances; (ii) secondSecond, to each Lender and other Credit Party (ratablythe Servicer, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit PartyServicing Fee; (iii) thirdThird, if a backup servicer is duly appointed, to the backup servicer, the backup servicer fee; (iv) Fourth, if a collateral custodial custodian is duly appointed, to the Collateral Custodian, the collateral custodian fee; (v) Fifth, pro rata, to the Administrative Agent (a) the sum for such Payment Date of (1) the Class A-1 Senior Monthly Interest Payment Amount, for ratable distribution to the Lenders of the Class A-1 Loans Outstanding and (2) the Class A-2 Senior Monthly Interest Payment Amount, for ratable distribution to the Lenders of the Class A-2 Loans Outstanding, plus (b) for the ratable payment to the Lenders of each Class of Loans in an amount equal to any accrued and unpaid (1) Breakage Costs relating to any Loans of such Class, (2) net payments due under any Hedging Agreement, if any, relating to the Loans of such Class, (3) Unused Fees relating to such Class and (4) portion of the Upfront Fee due relating to such Class as set forth described in clause the Fee Letter; (vi) Sixth, to any Successor Servicer, any unpaid Transition Expenses payable pursuant to Section 7.14(e); (vii) Seventh, to the Administrative Agent for the ratable payment (x)) to the Lenders of the Class A-1 Loans, the Class A-1 Monthly Principal Payment Amount for such Payment Date and (y) to the Lenders of the Class A-2 Loans, the Class A-2 Monthly Principal Payment Amount for such Payment Date, to be allocated between each Class of Loans pro rata; (viii) Eighth, pro rata to the Administrative Agent the sum for such Payment Date of (1) the Class A-1 Subordinated Monthly Interest Payment Amount, for ratable distribution to the Lenders of the Class A-1 Loans Outstanding and (2) the Class A-2 Subordinated Monthly Interest Payment Amount, for ratable distribution to the Lenders of the Class A-2 Loans Outstanding; (ix) Ninth, to the Administrative Agent for the ratable payment to each Lender and each Class of Loans in an amount equal to all other Aggregate Unpaids allocable to the Loans Outstanding of such Class (other than the principal amount of such Loans Outstanding) then due under this Agreement to the Administrative Agent, the Lenders, the Affected Parties or the Indemnified Parties, for the payment thereof; (zx) belowTenth, as applicable:if a Partial Expiration Event has occurred, to the Administrative Agent the remaining funds to reduce pro rata the portion of the applicable Loans Outstanding constituting the Lender Advances of any Non-Extending Lender, to zero;

Settlement Procedures. On each Payment Date, no later than 11:00 a.m. (a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative AgentNew York City time), for application the Paying Agent shall disburse amounts on deposit in the Collection Account in accordance with the priority of payments set forth belowMonthly Report and the following priorities to the following Persons: (a) On each Payment Date and on each Business Day on or after the Termination Date, all Interest Collections on Pool Receivables that are received by deposit in the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; providedInterest Collection Subaccount, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”). On each Settlement Date, the Servicer (or, following its assumption of control of the Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections will be applied in the following order of priority: (i) First, (1) first, pro rata, to the Servicer (on behalf of the Borrower) for the payment of to the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicableappropriate taxing authorities, the amount of Servicing Fees payable for any prior Interest Period taxes and governmental fees owed by the Borrower, (2) second, to pay to the extent Collateral Custodian, the Paying Agent and the Administrative Agent any Administrative Expenses payable on such Payment Date, provided that the amount has applied under this clause (a)(i)(2) for such Payment Date shall not been distributed exceed the Administrative Expense Cap applicable to such Payment Date; and (3) third, to pay all reasonable out-of-pocket costs and expenses of the Servicer)Servicer or BCA incurred on behalf of the Borrower; provided that the amount applied under this clause (a)(i)(3) for such Payment Date shall not exceed $50,000; (ii) secondSecond, to each Lender and other Credit Party (ratablythe Servicer, based on the in an amount then due and owing), all equal to any accrued and unpaid Interest, Senior Servicing Fees and Breakage Fees due to such Lender and other Credit Party for unless otherwise waived by the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit PartyServicer; (iii) thirdThird, as set forth to each Managing Agent, on behalf of the related Lenders, in clause an amount equal to (x)1) any accrued and unpaid Interest for such Payment Date and (2) the Unused Commitment Fee, pro rata, on the basis of the amount owed; (yiv) or Fourth, to each Managing Agent, on behalf of the related Lenders, pro rata, to pay the Advances Outstanding in an amount necessary to satisfy the Borrowing Base Test; (zv) belowFifth, as applicable:to each Managing Agent, on behalf of the related Lenders, pro rata, to pay the Advances Outstanding to the extent required to satisfy the Interest Coverage Ratio Test; (vi) Sixth, to the Syndication Agent, any Syndication Fee due and payable from the Borrower;

Settlement Procedures. (i) Each Funding Lender will from time to time notify the other applicable Lenders, not later than 12:00 Noon (Local Time) (a) The Servicer shall set aside on at least one Business Day during each seven calendar-day period, (b) on each date on which payment of interest on any Revolving Loans is required to be made pursuant to subsection 2.2C, (c) on the Revolving Loan Commitment Termination Date, and hold (d) at such other times as such Funding Lender in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate in a separate account approved by the Administrative Agent), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box or Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03 are satisfied on such date, the Servicer its discretion may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes determine (each such release, notice by such Funding Lender being a “Release”). On "SETTLEMENT NOTICE" and the date of each Settlement Date, the Servicer (or, following its assumption of control Notice being a "SETTLEMENT DATE") of the Lock-Box Accounts, the Administrative Agent) shall, distribute aggregate principal amount of outstanding Revolving Loans made by such Collections in the following order of priority: (i) first, to the Servicer for the payment Funding Lender and each other applicable Lender as of the accrued Servicing Fees payable for close of business on the Business Day immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer);applicable Settlement Date. (ii) secondIf a Settlement Notice indicates that the aggregate principal amount of outstanding Revolving Loans made by such Funding Lender (including Revolving Loans made by such Funding Lender pursuant to subsection 2.1C(ii)) is in excess of such Funding Lender's Pro Rata Share of the aggregate principal amount of outstanding Revolving Loans made by all applicable Lenders (the amount of such excess being the "EXCESS FUNDED AMOUNT"), to each other applicable Lender and other Credit Party will, not later than 4:00 P.M. (ratably, based Local Time) on the amount then due and owing)Settlement Date, all accrued and unpaid Interest, Fees and Breakage Fees due pay to such Funding Lender, by depositing same day funds in the account specified by such Funding Lender at the Funding and Payment Office, an amount equal to such Lender's Adjusted Pro Rata Share of the Excess Funded Amount, upon which payment such Funding Lender shall, in the case of a transfer to a UK Qualifying Lender, be deemed to have transferred by means of novation, or, in any other Credit Party case, be deemed to have sold, and such Lender shall be deemed to have purchased, as of the Settlement Date, a portion of the outstanding Revolving Loans made by such Funding Lender for its own account pursuant to subsection 2.1C(ii) on or after the immediately preceding Interest Period Settlement Date equal to such Lender's Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each applicable Lender to purchase a portion of any Revolving Loan made by any Funding Lender as provided in this subsection 2.1D(ii) is subject to the condition that at the time such Revolving Loan was made by such Funding Lender (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect a) the duly authorized officer of such payments), plus, if applicable, Funding Lender responsible for the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect administration of such paymentsFunding Lender's credit relationship with the Borrower believed in good faith that either (X) payable for no Event of Default had occurred and was continuing or (Y) any prior Interest Event of Default that had occurred and was continuing had been waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Funding Lender Discretionary Period to the extent such amount has not been distributed with respect to such Lender or Credit Party;Borrower was in effect. (iii) thirdIf a Settlement Notice indicates that the aggregate principal amount of outstanding Revolving Loans made by a Funding Lender is less than such Funding Lender's Pro Rata Share of the aggregate principal amount of outstanding Revolving Loans made by all applicable Lenders (the amount of such difference being the "EXCESS PAYDOWN AMOUNT"), such Funding Lender will, no later than 4:00 P.M. (Local Time) on the Settlement Date, unconditionally pay to each other applicable Lender, by depositing same day funds in the account specified by such Lender to such Funding Lender, an amount equal to such Lender's Adjusted Pro Rata Share of the Excess Paydown Amount, upon which payment such Lender shall be deemed to have sold, and Funding Lender shall be deemed to have purchased, as set forth of the Settlement Date, a portion of the outstanding Revolving Loans of such Lender equal to such Lender's Adjusted Pro Rata Share of the Excess Paydown Amount. (iv) Except as provided in clause (xsubsection 2.1D(ii), the obligations of any Funding Lender and each other applicable Lender pursuant to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (ya) any set-off, counterclaim, recoupment, defense or other right which an Agent or any Lender may have against an Agent, any other Lender, any Loan Party or any other Person for any reason whatsoever; (b) the occurrence or continuance of an Event of Default or a Potential Event of Default; (c) any adverse change in the condition (financial or otherwise) of any Loan Party; (d) any breach of this Agreement by any Borrower, an Agent or any Lender; or (ze) belowany other circumstance, as applicable:happening, or event whatsoever, whether or not similar to any of the foregoing. In the event that any Person (the "PAYOR") obligated to make a payment to any other Person (the "PAYEE") pursuant to this subsection 2.1D fails to make available to the Payee the amount of such payment required to be made by the Payor, the Payee shall be entitled to recover such amount on demand from the Payor together with interest at the customary rate set by Administrative Agent for the correction of errors among Lenders for three Business Days and thereafter at the sum of the Base Rate plus 1.50% per annum. (v) In the event that all or any portion of any repayment of principal of the Revolving Loans is thereafter recovered by or on behalf of any Borrower from any Funding Lender (including any such recovery in a proceeding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect) in an amount that is proportionately greater (based on the respective Pro Rata Shares of applicable Lenders) than any such recovery from the other Lenders, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by subsection 10.5.