Common use of Settlement Procedures Clause in Contracts

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) 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 (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If 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”), each other Lender will, not later than 4:00 P.M. (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 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 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect. (iii) If 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 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 subsection 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, (a) 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 (e) any other circumstance, 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. (i) Daily Funding Lender will from time to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) On each Payment Date, so long as no Event of Default has occurred and is continuing, the 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 at least one Business Day 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 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 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 each seven calendar-day perioda 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 Collateral Manager). (b) on On each date on which payment Payment Date, so long as no Event of interest on any Revolving Loans Default has occurred and is required continuing, the Collateral Manager shall direct the Collateral Custodian to be made pay pursuant to subsection 2.2Cthe 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, (cB) on 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 Loan Commitment Termination DatePeriod, and (dx) at such other times as Daily Funding to each Non-Extending Lender to pay Advances Outstanding in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and an amount equal to the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If 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 such Non-Extending Lender and (y) the aggregate principal amount 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 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 Borrower (to be used for any purpose, including distribution to the Collateral Manager); (7) after the end of outstanding the Revolving Loans made by all Lenders (Period and to the amount of such excess being the “Excess Funded Amount”extent not paid pursuant to Section 2.7(a)(6), each other Lender will, not later than 4:00 P.M. (New York time) on to the applicable Settlement Date, pay to Daily Funding Lender, by depositing same day funds Unfunded Exposure Account in the account specified by Daily Funding Lender at the Funding and Payment Office, an amount equal to such Lender’s Adjusted Pro Rata Share Exposure Amount Shortfall; (8) after the end of the Excess Funded Amount, upon which payment Daily Funding Lender shall be deemed to have sold, and 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 Period or after the immediately preceding Settlement Date equal to such Lender’s Adjusted Pro Rata Share occurrence and during the continuation of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject Curable BDC Asset Coverage Event, to the condition that at Lenders to pay the time such Revolving Loan was made by Daily Funding Lender Advances Outstanding; (a9) to 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 duly authorized officer of Daily Funding Lender responsible Borrower (to be used for any purpose, including distribution to 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effectCollateral Manager). (iii) If 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 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 subsection 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, (a) 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 The Collateral Manager may, in its sole discretion, direct 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 (e) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. In the event that any Person (the “Payor”) obligated Collateral Custodian to make a payment to the Borrower from the Principal Collection Account on any Business Day other Person (the “Payee”) pursuant than a Payment Date if, both immediately prior and after giving effect to this subsection 2.1D fails to make available to the Payee the amount of such payment required to be made by (i) the PayorAvailability is greater than zero and (ii) no Default, 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 Event of errors among Lenders for three Business Days Default or Curable BDC Asset Coverage Event has occurred and thereafter at the sum of the Base Rate plus 1.50% per annumis continuing. (vd) In Subject to the event that all or any portion of any repayment of principal satisfaction of the Revolving Loans is thereafter recovered by or on behalf of Borrower from Daily Funding Lender (including any such recovery conditions set forth 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 LendersSection 3.2, the loss of Collateral Manager may direct the amount so recovered shall be ratably shared among all Lenders Collateral Custodian to withdraw funds on deposit in the manner contemplated by subsection 10.5Principal Collection Account on any Business Day in order to reinvest such funds in Eligible Loans to be pledged hereunder.

Settlement Procedures. (a) On each Payment Date, the Collateral Agent shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.6(c)) 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 in the following order of priority: (i) Daily Funding Lender will from time FIRST, to time notify the other LendersHedge Counterparty, not later than 12:00 Noon (New York time) (a) 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 (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If 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”), each other Lender will, not later than 4:00 P.M. (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 Officeif any, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Lender’s Adjusted Pro Rata Share Hedge Costs (exclusive of termination payments) unpaid from any prior Payment Date; (ii) SECOND, to the Excess Funded AmountServicer, upon which payment Daily Funding Lender shall be deemed to have sold, and 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 Settlement Date an amount equal to any accrued and unpaid Servicing Fees due in respect of such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of Payment Date and any Revolving Loan made by Daily 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 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) Servicing Fees unpaid from any 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 Daily Funding Lender Discretionary Period was in effect.prior Payment Date; (iii) If a Settlement Notice indicates that THIRD, to the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender’s Pro Rata Share Deal Agent for the account 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 the sum of any accrued and unpaid (A) Interest and Breakage Costs, (B) the Excess Paydown Amount, upon which payment such Lender shall be deemed to have soldProgram Fee, and Daily Funding Lender shall be deemed to have purchased(C) the Unused Fee, as of the applicable Settlement Date, a portion of the outstanding Revolving Loans Increased Costs and any Additional Amounts due in respect of such Lender equal to Payment Date and any such Lender’s Adjusted Pro Rata Share of the Excess Paydown Amount.amounts unpaid from any prior Payment Date; (iv) Except as provided in subsection 2.1D(ii)FOURTH, during the obligations Revolving Period, to the Deal Agent for the account 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, (a) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Agent, any other the 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 (e) any other circumstance, 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 amount equal to the Payee the amount of Monthly Principal Payment Amount for 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.Payment Date; (v) In FIFTH, during the event that all or any portion of any repayment of principal 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 Loans 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 thereafter recovered to be chosen by or 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 behalf deposit therein on the date of Borrower from Daily Funding Lender (including 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 a payment in 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 recovery 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 a proceeding under 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 2.6(a)(i) through (viii). (c) (i) If on any applicable bankruptcyPayment 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, insolvency or other similar law now or hereafter in effect) in the Collateral Agent shall withdraw from the Reserve Account an amount that is proportionately greater (based on equal to the respective Pro Rata Shares lesser of Lenders) than any such recovery from the other Lenders, the loss of shortfall and the amount so recovered shall be ratably shared among all Lenders of funds on deposit in the manner contemplated by subsection 10.5Reserve 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 Lender.

Settlement Procedures. (a) Prior to the Collateralization Date, on each Payment Date, the Servicer shall pay (or shall instruct the Qualified Institution then holding the ABS Collateral Account to pay) to the following Persons, from the ABS Collateral Account to the extent of Available Funds on deposit therein, and the Borrower shall pay, after application of such Available Funds, all remaining amounts set forth below in the following order of priority: (i) Daily Funding Lender will from time First, to time notify the other LendersServicer, not later than 12:00 Noon (New York time) (a) on at least one Business Day during each seven calendar-day period, (b) on each date on which payment of interest on in an amount equal to any Revolving Loans is required to be made pursuant to subsection 2.2C, (c) on the Revolving Loan Commitment Termination Date, and (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded.Unreimbursed Servicer Advances; (ii) If Second, to the Servicer, the accrued and unpaid Servicing Fee; (iii) Third, if a Settlement Notice indicates that Collateral Custodian is appointed and, to the aggregate principal amount of outstanding Revolving Loans made extent not paid for by Daily Funding Lender (including Revolving Loans made for its own account pursuant Santander Consumer, to subsection 2.1C(ii)) is such Collateral Custodian, 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”), each other Lender will, not later than 4:00 P.M. (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 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’s Adjusted Pro Rata Share of , the Excess Funded AmountMonthly Principal Payment Amount with respect to such Payment Date; and (vii) Seventh, upon which to the Deal Agent for the ratable payment Daily Funding Lender 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 deemed distributed to have sold, and 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(iiBorrower. (b) on On or after the immediately preceding Settlement Date 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 such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(iiUnreimbursed Servicer Advances; (ii) is subject Second, to the condition that at Servicer, the time such 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 accrued and was continuing or (Y) any 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 Daily Funding Lender Discretionary Period was in effect.unpaid Servicing Fee; (iii) If Third, if a Settlement Notice indicates that Collateral Custodian is appointed and, to the aggregate principal amount of outstanding Revolving Loans made extent not paid for by Daily Funding Lender is less than Daily Funding Lender’s Pro Rata Share of Santander Consumer, to the aggregate principal amount of outstanding Revolving Loans made by all Lenders (the amount of such difference being the “Excess Paydown Amount”)Collateral Custodian, 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, any accrued and Daily Funding Lender shall be deemed to have purchased, as 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.unpaid Collateral Custodian Fee; (iv) Except as provided Fourth, pro rata, to the Deal Agent for the payment, on a pari passu basis to each Lender, in subsection 2.1D(ii), an amount equal to (A) 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 limitationMonthly Interest Payment Amount for such Payment Date, (aB) any set-offunpaid Breakage Costs, 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; (cC) any adverse change in the condition accrued and unpaid Unused Facility Fees and (financial or otherwise) of Borrower or any of its Subsidiaries; (dD) any breach of this Agreement by Borrower, Agent or any Lender; or (e) any other circumstance, 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 Upfront Fees payable on 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.Payment Date; (v) In Fifth, to any Successor Servicer, any unpaid Transition Expenses payable pursuant to Section 7.12(e); (vi) Sixth, to the event that all or any portion of any repayment of principal of Deal Agent for the Revolving Loans is thereafter recovered by or on behalf of Borrower from Daily Funding Lender ratable payment to each Lender, the Monthly Principal Payment Amount with respect to such Payment Date; (including any such recovery in a proceeding under any applicable bankruptcyvii) Seventh, insolvency or other similar law now or hereafter in effect) to the Deal Agent for the ratable payment to the appropriate entities in an amount that is proportionately greater equal to all other Aggregate Unpaids (based on other than the respective Pro Rata Shares of LendersLoans Outstanding) than any such recovery from then due to the other LendersSecured Parties, the loss of Deal Agent, the Affected Parties or the Indemnified Parties, for the payment thereof; and (viii) Eighth, any remaining amount so recovered shall be ratably shared among all Lenders in distributed to the manner contemplated by subsection 10.5Borrower.

Settlement Procedures. On each Payment Date, the Servicer shall instruct the Paying Agent 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, as set forth in the Monthly Report: (i) Daily Funding Lender will from time first, to time notify the other LendersServicer, not later than 12:00 Noon (New York time) (a) 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, accrued and (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded.unpaid Servicing Fee; (ii) If a Settlement Notice indicates second, pro rata (A) to the Backup Servicer, the Backup Servicing Fee for the related Collection Period, together with all accrued and unpaid costs, expenses and indemnities then due and payable to the Backup Servicer; provided, that such costs, expenses and indemnities shall not exceed $50,000 in the aggregate principal amount during any calendar year prior to the occurrence of outstanding Revolving Loans made by Daily Funding Lender the Termination Event, or $250,000 in the aggregate during any calendar year during the continuation of a Termination Event; (including Revolving Loans made B) to the Collateral Custodian, the Collateral Custodian Fee for its own account the 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; (C) to the Paying Agent, the Paying Agent Fee for the related Collection Period, together with all accrued and unpaid Paying Agent Fees, expenses and indemnities then due and payable to the Paying Agent; provided, that such Paying Agent Fees, 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; and (D) to any Successor Servicer, any unpaid Transition Expenses payable pursuant to subsection 2.1C(iiSection 7.15(e); (iii) is in excess of Daily Funding Lender’s Pro Rata Share third, pro rata, (A) to the Administrative Agent for distribution to each Lender Group Agent (for the account of the aggregate principal amount of outstanding Revolving Loans made by all Lenders (the amount of such excess being the “Excess Funded Amount”), each other Lender will, not later than 4:00 P.M. (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 related Lender at the Funding and Payment OfficeGroup), 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 Lender’s Adjusted Pro Rata Share Hedge Counterparty; (v) fifth, to the Administrative Agent for distribution to each Lender Group Agent (for the account of the Excess Funded Lenders in the related Lender Group) on a pro rata basis, in an amount equal to the Monthly Principal Payment Amount, upon which payment Daily Funding Lender amounts shall be deemed applied in accordance with Section 2.07; (vi) sixth, to have sold, and such the Administrative Agent for distribution to each Lender shall be deemed to have purchased, as 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 Settlement Date, a Lender Group Agent (for the account of the Lenders in the related Lender Group) in reduction of the 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect. (iii) If 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 Outstanding held by such Lender to Daily Funding LenderGroup, an amount equal to such Lender’s Adjusted Pro Rata Share the product of (x) amounts available after giving effect to clauses (i) through (vi) above and (y) the Excess Paydown Amount, upon which payment Invested Percentage of such Lender shall be deemed to have sold, and Daily Funding Lender shall be deemed to have purchased, 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 Settlement DateHedge Counterparty, a portion 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 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 subsection 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, (a) 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 Lenders 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 (e) any other circumstance, 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 related Lender (including any such recovery in a proceeding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effectGroup) in an amount that is proportionately greater equal to all other Aggregate Unpaids (based on other than the respective Pro Rata Shares of LendersLoans Outstanding and accrued and unpaid Senior Interest and Fees and the Subordinated Interest and Fees) than any such recovery from then due and payable by the Borrower under this Agreement and the other LendersTransaction Documents; (xi) eleventh, to the extent not previously paid pursuant to clause (ii) above, pro rata to the Backup Servicer, the loss 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; (xii) twelfth, to the Administrative Agent for the ratable payment to each Lender Group Agent (for the account of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated 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 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 subsection 10.5the 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) On each Payment Date, the Borrower (or at all times after the occurrence and continuance of a Termination Event, the Collateral Agent) shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.6(c)) 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 in the following order of priority: (i) Daily Funding Lender will FIRST, to the Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from time any prior Payment Date; (ii) SECOND, [Reserved]; (iii) THIRD, to time notify the other 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 later 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 12:00 Noon the Aggregate Loan Amount) until paid in full; and (New York timexiii) (a) on at least one Business Day during each seven calendar-day periodTHIRTEENTH, 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 a payment in reduction of the portion of the Aggregate Loan Amount funded or maintained by each date on which payment of interest on any Revolving Loans is 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 (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 made greater than the amount needed to make the payments required pursuant to subsection 2.2C, Section 2.6(a)(i) through (xii). (c) (i) If on any Payment Date the Revolving Loan Commitment Termination 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 (or the Collateral Agent, as applicable) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to subsection 2.1D(iithe Collection Account. The Borrower (or the Collateral Agent, as applicable) below or any Excess Paydown Amount pursuant shall pay such amount ratably to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excludedthe Lenders. (ii) If a Settlement Notice indicates that on any Payment Date during the aggregate principal Amortization Period, the amount of outstanding Revolving Loans made by Daily Funding Lender (including Revolving Loans made for its own account paid pursuant to subsection 2.1C(ii)Section 2.6(a)(viii) is in excess of Daily Funding Lender’s Pro Rata Share insufficient to reduce the Aggregate Loan Amount to zero, the Deal Agent (acting at the direction, or with the consent, of the aggregate principal amount of outstanding Revolving Loans made by all Required Lenders (the amount of such excess being the “Excess Funded Amount”acting in their respective sole discretion), each other Lender will, not later than 4:00 P.M. (New York time) on may direct the applicable Settlement Date, pay Collateral Agent 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 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 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 withdraw any or after the immediately preceding Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect. (iii) If 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 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 subsection 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, (a) 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 (e) any other circumstance, 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 on deposit in the manner contemplated by subsection 10.5Reserve Account, and pay such amount ratably to the Lenders.

Settlement Procedures. (a) On each Payment Date, so long as no Event of Default has occurred and is continuing, the 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 such Servicing Report) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (i) Daily Funding Lender will from time to time notify the other LendersTrustee, not later than 12:00 Noon (New York time) (a) 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 (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If 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”), each other Lender will, not later than 4:00 P.M. (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 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, any accrued and 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 Daily Funding Lender unpaid Trustee Fees and (aii) the duly authorized officer of Daily Funding Lender responsible for the administration of Daily Funding Lender’s credit relationship with Borrower believed Securities Intermediary, 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect. (iii) If 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 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’s Adjusted Pro Rata Share , 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 Excess Paydown Reinvestment Period, at the Servicer’s discretion, to the Unfunded Exposure Account, up to an amount that would cause the 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, upon which payment such Lender shall be deemed in an amount equal to have soldany accrued and unpaid Breakage Costs, and Daily Funding (ii) to the Administrative Agent, any applicable Class A Lender shall be deemed and the Indemnified Parties with respect to have purchasedthe Class A Lenders, as of the applicable Settlement Dateapplicable, 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 subsection 2.1D(ii), the obligations of Daily Funding Lender all Fees 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 circumstanceamounts, including, without limitation, any Increased Costs and fees or expenses of counsel, but other than the principal of Advances Outstanding and any Prepayment Premium then due under this Agreement; (a7) pro rata to each Class A Lender, 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; (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 set-offreplenishment of the Class B Minimum Reserve Amount to the extent then required to be deducted from the Class B Borrowing Base; (9) pro rata to each Class A Lender, counterclaimif the Class A Facility Amount has been terminated in whole pursuant to Section 2.3(a), recoupmentin an amount equal to the Class A Advances Outstanding; (10) pro rata to (i) each Class B Lender, defense or in an amount equal to any accrued and unpaid Breakage 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 other right which Agent or any Lender may have against Agentamounts, 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 each Class B Lender, if the Class B Facility Amount has been terminated in whole pursuant to Section 2.3(a), in an amount equal to the Class B Advances Outstanding; (12) to the Expense Reserve Account, in 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 Loan Party remaining amounts shall be deemed released from the Lien of the Trustee hereunder and, at the direction of the Borrower, distributed to or any other Person for any reason whatsoever; otherwise at the direction of the Borrower. (b) the occurrence or continuance of an On each Payment Date, so long as no Event of Default or a Potential Event has occurred and is continuing, the 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 Principal Collection Account to the extent of Default; (cAvailable Funds, in reliance on the information set forth in such Servicing Report) any adverse change to the following Persons, the following amounts in the condition following order of priority: (financial or otherwise1) of Borrower or any of its Subsidiaries; (d) any breach of this Agreement by Borrower, Agent or any Lender; or (e) any other circumstance, happening, or event whatsoever, whether or to the extent 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”) paid pursuant to this subsection 2.1D fails Sections 2.7(a)(1) through (11), to make available such Persons in such amounts in such priority; (2) to the Payee extent not paid pursuant to Section 2.7(a)(12), to the amount of such payment required to be made by the PayorExpense Reserve Account, 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 equal to the Expense Reserve Account Amount; (3) 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; (8) 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) so long as no Default has occurred and is proportionately greater (based on the respective Pro Rata Shares of Lenders) than continuing, any such recovery remaining amounts shall be deemed released from the other Lenders, the loss Lien of the amount so recovered shall be ratably shared among all Lenders in Trustee hereunder and, at the manner contemplated by subsection 10.5direction of the Borrower, distributed to or otherwise at the direction of the Borrower.

Settlement Procedures. On each Payment Date the Servicer on behalf of the Borrower shall pay for receipt by the applicable Lender no later than 11:00 a.m. (New York City time) to the following Persons, from (i) Daily Funding Lender will from time the Collection Account, to time notify the other Lenders, not later than 12:00 Noon extent of available funds and (New York timeii) amounts received in respect of any Hedge Agreement during such Settlement Period (the sum of such amounts described in clauses (i) and (ii) being the “Available Collections”) the following amounts in the following order of priority: (a) To the extent of available Interest Collections and any amounts on at least one Business Day during each seven calendar-day perioddeposit in the Reserve Account in excess of the Reserve Account Required Amount: (i) First, to the Backup Servicer (b) on each date on which payment of interest on including in its capacity as Successor Servicer, if applicable), in amount equal to any Revolving Loans is required to be made pursuant to subsection 2.2Caccrued and unpaid currently due Backup Servicer Fee, (c) on the Revolving Loan Commitment Termination all unpaid Backup Servicer Fees due from a prior Payment Date, any unpaid Backup Servicer Expenses and (d) at such other times amounts due to the Backup Servicer as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” an Indemnified Party, and any Transition Costs, for the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining payment thereof; provided that the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant Transition Costs payable under this clause Second shall not exceed $100,000 in the aggregate with respect to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded.such Payment Date; (ii) If a Settlement Notice indicates that Second, to 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 Trustee 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”), each other Lender will, not later than 4:00 P.M. (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 equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amountany accrued and unpaid currently due Trustee Fee, upon which payment Daily Funding Lender shall be deemed to have soldall unpaid Trustee Fees due from a prior Payment Date, all unpaid Trustee Expenses, and 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject other amounts due to the condition that at the time such Revolving Loan was made by Daily Funding Lender (a) the duly authorized officer of Daily Funding Lender responsible Trustee as an Indemnified Party, 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.payment thereof; (iii) If a Settlement Notice indicates that Third, (A) to 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”)initial Servicer, 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 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 Excess Paydown Amountpreceding Collection Period, upon which for the payment such Lender thereof; provided that the amount of Market Servicing Fee Differential payable in any 12-month period under this clause Third shall be deemed to have sold, and Daily Funding Lender shall be deemed to have purchased, as not exceed 0.25% 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.Aggregate Outstanding Principal Balance; (iv) Except as provided Fourth, pro rata to each Lender in subsection 2.1D(ii)an amount equal to any accrued and unpaid Interest and Breakage Costs, for the obligations of Daily Funding Lender and each other Lender pursuant payment thereof; (v) Fifth, to subsections 2.1D(iithe Reserve Account, an amount, if necessary, required for the amount on deposit in the Reserve Account to equal the Reserve Account Required Amount; (vi) and 2.1D(iii) shall be absolute and unconditional and shall not be affected by any circumstanceSixth, including, without limitationpro rata to the Lenders, (aA) 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 if an Event of Default or a Potential 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; 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; (cvii) any adverse change in Seventh, to the condition Servicer, (financial or otherwisex) all Indemnified Amounts and (y) reimbursement of Borrower or any of its Subsidiaries; (d) any breach of this Agreement by Borrower, Agent or any Lender; or (e) all expenses payable to it pursuant to Section 7.7 and any other circumstanceamounts then due to it under this Agreement, happeningfor the payment thereof; and (viii) Eighth, or event whatsoeverall remaining amounts shall be distributed to the Borrower. (b) To the extent of available Principal Collections: (i) First, whether or 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 similar paid by the Servicer, to the Backup Servicer, to the Trustee, and to any of Successor Servicer, as applicable, pro rata in accordance with the foregoing. In the event that any amount owed to such Person (the “Payor”) obligated to make a payment under this clause Fourth, in an amount equal 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 Payoraccrued and unpaid Backup Servicer Expenses, the Payee shall be entitled to recover such amount on demand from the Payor together with interest at the customary rate set by DBTCA Trustee Expenses, Market Servicing Fee Differential, Servicing Fee and Transition Costs, 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.payment thereof; (v) In Fifth, to the event that all or any portion of any repayment of principal Servicer (if an Affiliate of the Revolving Loans is thereafter recovered by or on behalf Borrower), (x) all Indemnified Amounts and (y) reimbursement of Borrower from Daily Funding Lender 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 (including any such recovery in a proceeding under any applicable bankruptcyvi) Sixth, 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 all remaining amounts shall be ratably shared among all Lenders in distributed to the manner contemplated by subsection 10.5Borrower.

Settlement Procedures. (a) On each Payment Date, the Borrower (or at all times after the occurrence and continuance of a Termination Event, the Collateral Agent) shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.6(c)) 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 in the following order of priority: (i) Daily Funding Lender will from time First, to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) 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 (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If 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”), each other Lender will, not later than 4:00 P.M. (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 OfficeHedge Counterparty, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Lender’s Adjusted Pro Rata Share Hedge Costs (exclusive of the Excess Funded Amounttermination payments) unpaid from any prior Payment Date; (ii) Second, upon which payment Daily Funding Lender shall be deemed to have sold, and 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.[Reserved]; (iii) If a Settlement Notice indicates that Third, to the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender’s Pro Rata Share of Backup Servicer so long as it has not become 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 LenderServicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Lender’s Adjusted Pro Rata Share of Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Excess Paydown Amount, upon which payment such Lender shall be deemed to have soldBackup Servicer, and Daily Funding Lender shall be deemed any accrued and unpaid Indemnified Amounts owed by the Borrower to have purchased▇▇▇▇▇ Fargo in an aggregate amount up to $17,000 per month (the “Cap”); provided, as however, that in the event of the applicable Settlement Datean acceleration resulting from a Termination Event specified under Section 9.1(e)(i) or Section 9.1(g) hereunder, a portion of the outstanding Revolving Loans of such Lender equal to such Lender’s Adjusted Pro Rata Share of the Excess Paydown Amount.Cap will not apply; (iv) Except as provided Fourth, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in subsection 2.1D(ii)respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the obligations of Daily Funding Lender and each other Lender Servicer has been replaced pursuant to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and Section 6.12 such amount shall not be affected by any circumstanceexceed the Capped Servicing Fee; and (B) to the Backup Servicer, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Agentif it has become the Successor Servicer, 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 (e) any other circumstance, 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.Transition Expenses; (v) In Fifth, to the event that all or any portion Lenders, ratably, an amount equal to the sum of any repayment 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 is thereafter recovered by or on behalf of Borrower from Daily Funding Lender (including any such recovery in a proceeding under any applicable bankruptcyeach Lender), insolvency or other similar law now or hereafter in effect) in an amount that is proportionately greater 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 respective Pro Rata Shares outstanding principal amount of Lendersthe Revolving Loans of each Lender), the Additional Principal Payment Amount, until the Aggregate Loan Amount has been reduced to zero; (ix) than 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 recovery 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 other 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, the loss as a payment in reduction of the amount so recovered 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 ratably shared among all 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 (which shall include electronic transmission) that it reasonably believes that at the manner contemplated by subsection 10.5end 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 (or the 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) On each Payment Date, the Collateral Agent shall (based solely on the information set forth in the Monthly Report delivered on the related Determination Date) withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.6(c)) 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 in the following order of priority: (i) Daily Funding Lender will from time FIRST, to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) 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 (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” Collateral Agent and the date of each Settlement Notice being a “Settlement Date”) of Backup Servicer so long as it has not become the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If 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”), each other Lender will, not later than 4:00 P.M. (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 OfficeServicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Lender’s Adjusted Pro Rata Share of Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable and documented out-of-pocket expenses incurred by the Excess Funded Amount, upon which payment Daily Funding Lender shall be deemed to have soldBackup Servicer and the Collateral Agent, and such Lender shall be deemed to have purchased, as of any accrued and unpaid Indemnified Amounts owed by 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject Borrower to the condition Backup Servicer and the Collateral Agent; provided, however, that at the time such 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 solely prior to an Event of Default had occurred occurring, the amount of any such expenses and was continuing or Indemnified Amounts shall be in an aggregate amount up to $17,000 per month; (Yii) SECOND, (A) to the Servicer, an amount equal to any Event accrued and unpaid Servicing Fees due in respect of Default that had occurred such Payment Date and was continuing had any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been waived by Requisite Lenders at replaced pursuant to Section 6.12, such amount shall not exceed the time such Revolving Loan was made or Capped Servicing Fee; and (bB) a Daily Funding Lender Discretionary Period was in effect.to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (iii) If THIRD, on a Settlement Notice indicates that pro rata basis, to each Class A Managing Agent (for the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender’s Pro Rata Share account of the aggregate principal 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 Revolving Loans made by all Lenders 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 difference being Payment Date and (2) second, to each Class B Managing Agent (for the “Excess Paydown Amount”account of the applicable Class B Lenders in its related Class B Lender Group), Daily Funding any Interest not paid to the Class B Lenders in its related Class B Lender willGroup pursuant to clause FOURTH above in respect of such Payment Date; (xi) ELEVENTH, no later if any Increased Costs, Additional Amounts or Indemnified Amounts (other than 4:00 P.M. any such amounts payable pursuant to FIRST through TENTH above) are then due and payable, in the following order of priority, (New York timex) first, on a pro rata basis, to the Deal Agent, each Class A Managing Agent, each Class A Lender, each applicable Settlement DateLiquidity Provider with respect to a Conduit Lender that is a Class A Lender, unconditionally pay 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 other LenderClass B Managing Agent, by depositing same day funds in the account specified by such Class B Lender and each applicable Liquidity Provider with respect to Daily Funding a Conduit Lender that is a Class B Lender, an amount equal to any Increased Costs, Additional Amounts and Indemnified Amounts due any such Lender’s Adjusted Pro Rata Share 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 Excess Paydown AmountBorrower, upon which payment 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 shall be deemed to have sold, and Daily Funding Lender shall be deemed to have purchasedGroup), as a payment in reduction of the applicable Settlement Date, a portion of the outstanding Revolving Loans of Aggregate Loan Amount funded or maintained by the Lenders in such Lender equal 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 Lender’s Adjusted Pro Rata Share of payment, will be greater than the Excess Paydown Amountamount needed to make the payments required pursuant to Sections 2.6(a)(i) through (xiv). (ivd) Except as provided in subsection 2.1D(iiIf 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), the obligations of Daily Funding Lender and each other Lender pursuant to subsections 2.1D(ii(iv), (vi) and 2.1D(iii(vii) are insufficient to cover all amounts due thereunder on such Payment Date, the Collateral Agent shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) 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) withdraw from the occurrence or continuance of Reserve Account 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 (e) any other circumstance, 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 amount equal to the Payee lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such payment required withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account to be made by the Payor, the Payee shall be entitled to recover included in Available Funds for 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 annumPayment Date. (vi) In If on any Payment Date during the event that all 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 any portion of any repayment of principal with the consent, of the Revolving Loans is thereafter recovered by Required Lenders acting in their respective sole discretion) may direct the Collateral Agent to withdraw any 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 all of the amount so recovered shall be ratably shared among all Lenders on deposit in the manner contemplated by subsection 10.5Reserve Account, and pay such amount in the order of priority set forth in Section 2.6(a)(viii) and (ix).

Settlement Procedures. (a) As set forth in the Monthly Report, on each Payment Date, the Collateral Agent 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 amounts to the applicable Person in the following order of priority: (i) Daily Funding Lender will from time to time notify the other LendersFIRST, not later than 12:00 Noon (New York time) (a) on at least one Business Day during each seven calendar-day periodpari passu, (bA) 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 (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If 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”), each other Lender will, not later than 4:00 P.M. (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 OfficeServicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Lender’s Adjusted Pro Rata Share of Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Excess Funded Amount, upon which payment Daily Funding Lender shall be deemed to have sold, and 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 Servicer has been replaced pursuant to subsection 2.1C(iiSection 6.12 such amount shall not exceed the Capped Servicing Fee; (B) on or after the immediately preceding Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject to the condition that at Backup Servicer, if it has become the time such Revolving Loan was made by Daily Funding Lender Successor Servicer, any Transition Expenses; (aC) to the duly authorized officer of Daily Funding Lender responsible for Backup Servicer, so long as it has not become 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect. (iii) If 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 LenderSuccessor Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Lender’s Adjusted Pro Rata Share of Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Excess Paydown Amount, upon which payment such Lender shall be deemed to have soldBackup Servicer, and Daily Funding Lender shall be deemed any accrued and unpaid Indemnified Amounts owed to have purchasedthe Backup Servicer; and (D) to the Collateral Agent, as accrued and unpaid Collateral Agent Fee due in respect of the applicable Settlement 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) SECOND, 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; (iii) THIRD, to the Lenders, pro rata based upon the portion of the outstanding Revolving Loans of such Lender equal amounts owed to each such Lender’s Adjusted Pro Rata Share of the Excess Paydown Amount.party, any Indemnified Amounts; (iv) Except as provided in subsection 2.1D(ii)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 obligations of Daily Funding Lender amount needed to cause (1) the Collateral Amount to at least equal the Minimum Collateral Amount, and each other Lender pursuant to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and shall if the Minimum Collateral Amount cannot be affected reached due to an insufficient amount of Loans for purchase by any circumstancethe Borrower, includingthe amount needed to cause the Adjusted Collateral Amount to equal the Minimum Collateral Amount, without limitation, and (a) 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; (b2) the occurrence or continuance 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 an Event of Default or a Potential Event of Default; (c) any adverse change in Loans for purchase by the condition (financial or otherwise) of Borrower or any of its Subsidiaries; (d) any breach of this Agreement by Borrower, Agent or any Lenderthe amount needed to cause the Adjusted Forecasted Collections to at least equal the Minimum Forecasted Collections Amount; or and (eB) any other circumstanceduring the Amortization Period, 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 PayorLenders, pro rata, the Payee shall be entitled Principal Distributable Amount, until Capital has been reduced 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.zero; (v) In FIFTH, during the event that all 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 (i)(C) and (B) to the Collateral Agent, any accrued fees, reasonable out-of-pocket expenses or any portion Indemnified Amounts to the extent not paid pursuant to clause (i)(D), in the case of clauses (i)(C) and (i)(D), due to the Capped Backup Servicer and Collateral Agent Fees and Expenses; (vii) SEVENTH, to the Lenders for the account of any repayment of principal of other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Loans 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 thereafter recovered by or insufficient to cover all amounts due thereunder on behalf of Borrower such Payment Date the Collateral Agent shall withdraw 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 the Reserve Account an amount that is proportionately greater (based on equal to the respective Pro Rata Shares lesser of Lenders) than any such recovery from the other Lenders, the loss of shortfall and the amount so recovered shall be ratably shared among all Lenders of funds on deposit in the manner contemplated by subsection 10.5Reserve 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) On each Payment Date, so long as 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 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 such Reporting Date Report) to the following Persons, the following amounts 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 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) Daily Funding Lender will from 0.20% of the aggregate outstanding principal value [Investcorp] Loan and Security Agreement 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 time notify the other LendersAdministrative Agent, not later than 12:00 Noon 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; (New York time5) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) on at least one Business Day during each seven calendar-day periodany accrued and unpaid Interest with respect to Advances made by such Lender, (b) on each date on which payment of interest on any Revolving Loans is required accrued and unpaid Non‑Usage Fee (such Non-Usage Fee to be made pursuant to subsection 2.2C, allocated based on the unused Commitment of each Lender) and (c) on any accrued and unpaid Breakage Costs; (6) to the Revolving Loan Commitment Termination DateHedge Counterparty, and any other amounts (dincluding any Hedge Breakage Costs) at such other times as Daily Funding Lender in its discretion may determine (each such notice incurred by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding Hedge Counterparty under the applicable Settlement Date. In determining 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 outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded.Advances Outstanding hereunder; (ii) If 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”), each other Lender will, not later than 4:00 P.M. (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 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 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 Daily Funding Lender (a) during the duly authorized officer of Daily Funding Lender responsible for Revolving Period, to fund the administration of Daily Funding Lender’s credit relationship with Borrower believed Unfunded Exposure Account 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 waived by Requisite Lenders at an amount necessary to cause all amounts in the time such Revolving Loan was made Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (b) a Daily Funding Lender Discretionary Period was after the Revolving Period, to fund the Unfunded Exposure Account in effect.an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; [Investcorp] Loan and Security Agreement (iii11) If a Settlement Notice indicates that first, to be distributed to 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”Collateral Custodian, Document Custodian and Account Bank, any accrued and unpaid Collateral Custodian Fees not paid pursuant to Section 2.7(a)(1), Daily Funding Lender willand second, no later than 4:00 P.M. (New York time) on to the Administrative Agent to be distributed to the Administrative Agent, any applicable Settlement Date, unconditionally pay to each other Lender, by depositing same day funds in and the account specified by such Lender to Daily Funding LenderIndemnified Parties, an amount equal to such Lender’s Adjusted Pro Rata Share of or the Excess Paydown Amount, upon which payment such Lender shall be deemed to have sold, and Daily Funding Lender shall be deemed to have purchasedSecured Parties, as of the applicable Settlement Dateapplicable, 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 subsection 2.1D(ii), the obligations of Daily Funding Lender all other amounts then due 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 circumstanceowing, 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) provided that the Borrower is in compliance with Section 5.2(o) hereof, any remaining amounts in excess of the Related Fund Equity Contribution 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, 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 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, 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); (3) to the extent not paid pursuant to Section 2.7(a), to the Collateral Manager, in an amount equal to any accrued and unpaid Collateral 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; [Investcorp] Loan and Security Agreement (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 set-offaccrued and unpaid Interest with respect to Advances made by such ▇▇▇▇▇▇, 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) any accrued and unpaid Non‑Usage Fee (such Non-Usage Fee to be allocated based on the occurrence or continuance unused Commitment of an Event of Default or a Potential Event of Default; each Lender) and (c) any adverse change in accrued and unpaid Breakage Costs; (6) to the condition (financial or otherwise) of Borrower or any of its Subsidiaries; (d) any breach of this Agreement by Borrowerextent not paid pursuant to Section 2.7(a), Agent or any Lender; or (e) to the Hedge Counterparty, any other circumstance, 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 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 recovery in a proceeding under any applicable bankruptcyHedging Agreement; (7) to the extent not paid pursuant to Section 2.7(a), insolvency or other similar law now or hereafter in effect) to the Administrative Agent to be distributed pro rata to each Lender, in an amount that is proportionately greater (based on equal to if the respective Pro Rata Shares of Lenders) than any such recovery from the other LendersFacility Amount has been terminated in whole pursuant to Section 2.3(c), the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by subsection 10.5.Advances Outstanding; (8) [Reserved];

Settlement Procedures. (a) On each Payment Date, the Collateral Agent shall withdraw Available Funds and any Excess Reserve Amount and Servicer Advances (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 amounts to the applicable Person in the following order of priority: (i) Daily Funding Lender will FIRST, to the Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from time to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) 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 prior Payment Date, and (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If a Settlement Notice indicates that SECOND, to 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”), each other Lender will, not later than 4:00 P.M. (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 OfficeServicer, an amount 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 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.Unreimbursed Servicer Advances; (iii) If a Settlement Notice indicates that THIRD, to the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender’s Pro Rata Share of Backup Servicer so long as it has not become 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 LenderServicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Lender’s Adjusted Pro Rata Share of the Excess Paydown AmountPayment Date, upon which payment such Lender shall be deemed to have soldany unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST's capacity as Backup Servicer, and Daily Funding Lender shall be deemed any accrued and unpaid Indemnified Amounts owed by the Borrower to have purchasedSST up to $17,000, as 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.monthly; (iv) Except as provided FOURTH, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in subsection 2.1D(ii)respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the obligations of Daily Funding Lender and each other Lender Servicer has been replaced pursuant to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and Section 6.12 such amount shall not be affected by any circumstanceexceed the Capped Servicing Fee; and (B) to the Backup Servicer, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Agentif it has become the Successor Servicer, 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 (e) any other circumstance, 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.Transition Expenses; (v) In FIFTH, to the event that all or any portion Deal Agent for the account of the Lenders, an amount equal to the sum of any repayment 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 principal 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 Loans is thereafter recovered by or 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 behalf 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 Borrower from Daily Funding Lender (including such Payment Date, to the extent not paid pursuant to clause FOURTH above and any such recovery 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 a proceeding under full; (xiii) THIRTEENTH, to the Borrower any applicable bankruptcyremaining amounts. (b) One Business Day per calendar month, insolvency or other similar law now or hereafter in effect) in 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 that is proportionately greater (based not to exceed the amount on deposit therein on the respective Pro Rata Shares 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 a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) than to the contrary, the Collateral Agent shall not be required to effect any such recovery 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 (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 (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 other Lenders, Reserve Account an amount equal to the loss lesser of such shortfall and the amount so recovered shall be ratably shared among all Lenders of funds on deposit in the manner contemplated by subsection 10.5Reserve 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. (i) Daily Each Funding Lender will from time to time notify the other applicable Lenders, not later than 12:00 Noon (New York time) Local Time) (a) 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 (d) at such other times as Daily such Funding Lender in its discretion may determine (each such notice by Daily such Funding Lender being a “Settlement Notice” "SETTLEMENT NOTICE" and the date of each Settlement Notice being a “Settlement Date”"SETTLEMENT DATE") of the aggregate principal amount of outstanding Revolving Loans made by Daily such Funding Lender and each other applicable Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If a Settlement Notice indicates that the aggregate principal amount of outstanding Revolving Loans made by Daily such Funding Lender (including Revolving Loans made for its own account by such Funding Lender pursuant to subsection 2.1C(ii)) is in excess of Daily such Funding Lender’s '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”"EXCESS FUNDED AMOUNT"), each other applicable Lender will, not later than 4:00 P.M. (New York timeLocal Time) on the applicable Settlement Date, pay to Daily such Funding Lender, by depositing same day funds in the account specified by Daily such Funding Lender at the Funding and Payment Office, an amount equal to such Lender’s 's Adjusted Pro Rata Share of the Excess Funded Amount, upon which payment Daily such Funding Lender shall 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 case, be deemed to have sold, and such Lender shall be deemed to have purchased, as of the applicable Settlement Date, a portion of the outstanding Revolving Loans made by Daily such Funding Lender for its own account pursuant to subsection 2.1C(ii) on or after the immediately preceding Settlement Date equal to such Lender’s '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 Daily 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 Daily such Funding Lender (a) the duly authorized officer of Daily such Funding Lender responsible for the administration of Daily such Funding Lender’s 's credit relationship with the 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period with respect to such Borrower was in effect. (iii) If a Settlement Notice indicates that the aggregate principal amount of outstanding Revolving Loans made by Daily a Funding Lender is less than Daily such Funding Lender’s '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”"EXCESS PAYDOWN AMOUNT"), Daily such Funding Lender will, no later than 4:00 P.M. (New York timeLocal Time) on the applicable Settlement Date, unconditionally pay to each other applicable Lender, by depositing same day funds in the account specified by such Lender to Daily such Funding Lender, an amount equal to such Lender’s '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 of the applicable Settlement Date, a portion of the outstanding Revolving Loans of such Lender equal to such Lender’s 's Adjusted Pro Rata Share of the Excess Paydown Amount. (iv) Except as provided in subsection 2.1D(ii), the obligations of Daily 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, (a) 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 Borrower or any of its SubsidiariesLoan Party; (d) any breach of this Agreement by any Borrower, an Agent or any Lender; or (e) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. In the event that any Person (the “Payor”"PAYOR") obligated to make a payment to any other Person (the “Payee”"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 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 Daily 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.

Settlement Procedures. On each Payment Date, the Collateral Agent 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 amounts to the applicable Person in the following order of priority: (i) Daily Funding Lender will FIRST, to the Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from time to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) 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 prior Payment Date, and (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If a Settlement Notice indicates that SECOND, to 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 Backup Servicer so long as it has not become the aggregate principal amount of outstanding Revolving Loans made by all Lenders (the amount of such excess being the “Excess Funded Amount”), each other Lender will, not later than 4:00 P.M. (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 OfficeServicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Lender’s Adjusted Pro Rata Share of Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Excess Funded Amount, upon which payment Daily Funding Lender shall be deemed to have soldBackup Servicer, and such Lender shall be deemed to have purchased, as of any accrued and unpaid Indemnified Amounts owed by 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject Borrower to the condition Backup Servicer in an aggregate amount up to $17,000 per month (the “Cap”); provided, however, that at in the time event of an acceleration resulting from a Termination Event specified under Section 10.1(d)(i) or Section 10.1(f) hereunder, such 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.Cap will not apply; (iii) If a Settlement Notice indicates that THIRD, (A) to 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 LenderServicer, 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, any accrued and Daily Funding Lender shall be deemed to have purchased, as of the applicable Settlement Date, a portion of the outstanding Revolving Loans unpaid Servicing Fees due in respect of such Lender equal 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 Lender’s Adjusted Pro Rata Share of amount shall not exceed the Excess Paydown Amount.Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (iv) Except as provided in subsection 2.1D(ii)FOURTH, to 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, (a) any set-off, counterclaim, recoupment, defense or other right which Deal 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 (e) any other circumstance, happening, or event whatsoever, whether or not similar to any account of the foregoing. In the event that any Person (the “Payor”) obligated Lenders, an amount equal 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.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) In FIFTH, during the event that all or 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 portion 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; (xi) ELEVENTH, to the Deal Agent for the account of any repayment of principal of other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Loans is thereafter recovered by or on behalf of Period, other than Capital) until paid in full; and (xii) TWELFTH, to the 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 10.5remaining amounts.

Settlement Procedures. (a) On each Payment Date, so long as 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 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 such Reporting Date Report) to the following Persons, the following amounts in the following order of priority: (1) 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); (3) 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) Daily Funding Lender will from 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 time notify the other LendersAdministrative Agent, not later than 12:00 Noon in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents; (New York time5) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) on at least one Business Day during each seven calendar-day periodany accrued and unpaid Interest with respect to Advances made by such Lender, (b) on each date on which payment of interest on any Revolving Loans is required accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be made pursuant to subsection 2.2C, allocated based on the unused Commitment of each Lender) and (c) on any accrued and unpaid Breakage Costs; (6) to the Revolving Loan Commitment Termination DateHedge 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; (d7) at such 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 times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” Administrative Expenses of the Administrative Agent and the date of Lenders; (9) to the Administrative Agent to be distributed pro rata to each Settlement Notice being Lender, if a “Settlement Date”) of Borrowing Base Deficiency exists, an amount necessary to reduce the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining Borrowing Base Deficiency to zero, pro rata in accordance with the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded.Advances Outstanding hereunder; (ii) If 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”), each other Lender will, not later than 4:00 P.M. (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 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 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 Daily Funding Lender (a) during the duly authorized officer of Daily Funding Lender responsible for Revolving Period, to fund the administration of Daily Funding Lender’s credit relationship with Borrower believed Unfunded Exposure Account 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 waived by Requisite Lenders at an amount necessary to cause all amounts in the time such Revolving Loan was made Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (b) a Daily Funding Lender Discretionary Period was after the Revolving Period, to fund the Unfunded Exposure Account in effect.an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii11) If a Settlement Notice indicates that to the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender’s Pro Rata Share of Administrative Agent to be distributed to the aggregate principal amount of outstanding Revolving Loans made by all Lenders (the amount of such difference being the “Excess Paydown Amount”)Administrative Agent, Daily Funding Lender will, no later than 4:00 P.M. (New York time) on the any applicable Settlement Date, unconditionally pay to each other Lender, by depositing same day funds in the account specified by such Lender to Daily Funding LenderCollateral Custodian and the Securities Intermediary, an amount equal to such Lender’s Adjusted Pro Rata Share of the Excess Paydown AmountIndemnified Parties, upon which payment such Lender shall be deemed to have sold, and Daily Funding Lender shall be deemed to have purchasedor the Secured Parties, as of the applicable Settlement Dateapplicable, 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 subsection 2.1D(ii), the obligations of Daily Funding Lender all other amounts then due 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 circumstanceowing, 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 payable 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), to the Collateral Manager, in an amount equal to any accrued and unpaid Collateral 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, in an amount equal to (a) any set-offaccrued and unpaid Interest with respect to Advances made by such ▇▇▇▇▇▇, 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) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the occurrence or continuance unused Commitment of an Event of Default or a Potential Event of Default; each Lender) and (c) any adverse change 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) 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 condition Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (financial 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), 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 otherwisethe 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) of any remaining amounts shall be distributed to the Borrower or any of its Subsidiaries; (d) any breach of this Agreement nominee thereof, which amounts may be used by Borrower, Agent or any Lender; or (e) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. In the event that any Person (the “Payor”) obligated Borrower to make a payment to Restricted Payments, provided, that Borrower shall first reimburse the Collateral Manager for any other Person (unreimbursed amounts paid by the “Payee”) Collateral Manager on the Borrower’s behalf pursuant to this subsection 2.1D fails to make available Agreement, 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 annumextent not otherwise reimbursed hereunder. (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) On each Payment Date, the Collateral Agent shall withdraw Available Funds 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 amounts to the applicable Person in the following order of priority: (i) Daily Funding Lender will FIRST, to the Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from time to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) 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 prior Payment Date, and (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If a Settlement Notice indicates that SECOND, to 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”), each other Lender will, not later than 4:00 P.M. (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 OfficeServicer, an amount 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 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.Unreimbursed Servicer Advances; (iii) If a Settlement Notice indicates that THIRD, to the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender’s Pro Rata Share of Backup Servicer so long as it has not become 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 LenderServicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Lender’s Adjusted Pro Rata Share of the Excess Paydown AmountPayment Date, upon which payment such Lender shall be deemed to have soldany unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST's capacity as Backup Servicer, and Daily Funding Lender shall be deemed any accrued and unpaid Indemnified Amounts owed by the Borrower to have purchased, as of the applicable Settlement Date, a portion of the outstanding Revolving Loans of such Lender equal SST up to such Lender’s Adjusted Pro Rata Share of the Excess Paydown Amount.$17,000; (iv) Except as provided FOURTH, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in subsection 2.1D(ii)respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the obligations of Daily Funding Lender and each other Lender Servicer has been replaced pursuant to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and Section 6.12 such amount shall not be affected by any circumstanceexceed the Capped Servicing Fee; and (B) to the Backup Servicer, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Agentif it has become the Successor Servicer, 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 (e) any other circumstance, 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.Transition Expenses; (v) In FIFTH, to the event that all or any portion Deal Agent for the account of the Lenders, an amount equal to the sum of any repayment 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 principal 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 Loans is thereafter recovered by or 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) an amount equal to cause the amount on behalf 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 Borrower from Daily Funding Lender (including such Payment Date, to the extent not paid pursuant to clause FOURTH above and any such recovery 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 a proceeding under full; (xiii) THIRTEENTH, to the Borrower any applicable bankruptcy, insolvency or other similar law now or hereafter in effectremaining amounts. (b) in [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 that is proportionately greater equal to such shortfall (based on such withdrawal, a "Reserve Advance") and deposit such amount to the respective Pro Rata Shares of Collection Account. The Collateral Agent shall pay such amount to the Deal Agent for payment to the 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) Unless a Termination Date shall have occurred pursuant to Section 10.2, on each Payment Date, the Collateral Agent shall (based on the information contained in the Monthly Report delivered on the related Determination Date) 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 amounts to the applicable Person or account in the following order of priority: (i) Daily Funding Lender will from time to time notify the other LendersFIRST, not later than 12:00 Noon pari passu, (New York timeA) (a1) 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 (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If 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”), each other Lender will, not later than 4:00 P.M. (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 OfficeServicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Lender’s Adjusted Pro Rata Share of Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Excess Funded Amount, upon which payment Daily Funding Lender shall be deemed to have sold, and 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 Servicer has been replaced pursuant to subsection 2.1C(iiSection 6.12 such amount shall not exceed the Capped Servicing Fee, (2) on or after the immediately preceding Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject to the condition that at Backup Servicer, so long as it has not become the time such 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect. (iii) If 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 LenderSuccessor 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 Adjusted Pro Rata Share ratable share of the Excess Paydown AmountClass A Interest Distributable Amount due and payable on such Payment Date and the Class A Interest Carryover Shortfall, upon which payment if any, from any prior Payment Date, (B) second, pro rata to each Class B Lender, such Lender shall be deemed to have sold, and Daily Funding Lender shall be deemed to have purchased, as Class B Lender’s ratable share of the applicable Settlement DateClass B Interest Distributable Amount due and payable on such Payment Date and the Class B Interest Carryover Shortfall, a portion if any, from any prior Payment Date and (C) third, pro rata to each Class C Lender, such Class C Lender’s ratable share of the outstanding 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; (iii) THIRD, during the Revolving Loans of such Lender Period, to the Reserve Account, (A) an amount equal to such Lender’s Adjusted Pro Rata Share of any outstanding Reserve Advances and (B) the Excess Paydown Amount.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) Except as provided in subsection 2.1D(ii)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 obligations of Daily Funding Lender amount needed to cause (1) the Collateral Amount to at least equal the Required Collateral Amount, and each other Lender pursuant to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and shall if the Required Collateral Amount cannot be affected reached due to an insufficient amount of Loans for purchase by any circumstancethe Borrower, including, without limitation, the amount needed to cause the Adjusted Collateral Amount to at least equal the Required Collateral Amount and (a) 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; (b2) the occurrence or continuance 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 an Event of Default or a Potential Event of Default; (c) any adverse change in Loans for purchase by 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 (e) any other circumstance, 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 needed to be made by cause the Payor, Adjusted Forecasted Collections to at least equal 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.Required Forecasted Collections Amount; (v) In FIFTH, during the event that all or any portion 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, 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 repayment accrued and unpaid Increased Costs, Additional Amounts and Indemnified Amounts due and owing to such Class A Lender in respect of principal 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 Revolving Loans is thereafter recovered by or on behalf sum of Borrower from Daily Funding any accrued and unpaid Increased Costs, Additional Amounts and Indemnified Amounts due and owing to such Class B Lender (including in respect of such Payment Date and any such recovery 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 (i)(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 proceeding under any applicable bankruptcyTermination Date has occurred pursuant to Section 10.2, insolvency or other similar law now or hereafter in effect) in an amount that is proportionately greater on each Payment Date after such Termination Date, the Collateral Agent shall (based on the respective Pro Rata Shares 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 Lenderspriority: (i) than 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 recovery 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 (based on the information contained in the Monthly Report delivered on the related Determination Date) withdraw from the other Lenders, Reserve Account an amount equal to the loss lesser of such shortfall and the amount so recovered shall be ratably shared among all Lenders of funds on deposit in the manner contemplated by subsection 10.5Reserve Account (such withdrawal, a “Reserve Advance”) 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 Agent at any time that an Event of Default shall have occurred and be continuing, segregate in a separate account 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 Borrowers or received in any Lock-Box, Mail-Box, Approved Account or 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 Borrowers from such Collections the amount (if any) necessary to pay (i) Daily Funding Lender will from time the purchase price for Receivables purchased by the Borrowers on such date in accordance with the terms of the applicable Purchase and Sale Agreement or (ii) amounts owing by the Borrowers to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) on at least one Business Day during each seven calendar-day period, (b) on each date on which payment of interest on Originators under any Revolving Loans is required to be made pursuant to subsection 2.2C, (c) on the Revolving Intercompany Loan Commitment Termination Date, and (d) at such other times as Daily Funding Lender in its discretion may determine Agreement (each such notice by Daily Funding Lender being release, a “Settlement Notice” and the date of Release”). On each Settlement Notice being a “Settlement Date”) , the Servicer (or, following its assumption of control of the aggregate principal amount Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as priority: (i) first, to the Servicer for the payment of the close of business on accrued Servicing Fees payable for the Business Day immediately preceding the applicable Settlement Date. In determining Interest Period (plus, if applicable, the amount of outstanding Revolving Loans Servicing Fees payable for purposes of calculating any Excess Funded Amount pursuant prior Interest Period to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant the extent such amount has not been distributed to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded.the Servicer); (ii) If a Settlement Notice indicates that second, to each Lender and other Credit Party (ratably, based on the aggregate principal amount of outstanding Revolving Loans made by Daily Funding 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 Revolving Loans made for its own account pursuant to subsection 2.1C(iiany additional amounts or indemnified amounts payable under Sections 5.03 and 13.01 in respect of such payments)) is in excess of Daily Funding Lender’s Pro Rata Share of the aggregate principal amount of outstanding Revolving Loans made by all Lenders (, plus, if applicable, the amount of any such excess being 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 “Excess Funded Amount”), each other Lender will, extent such amount has not later than 4:00 P.M. (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 equal been distributed 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 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.Credit Party; (iii) If 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 third, as set forth in clause (the amount of such difference being the “Excess Paydown Amount”x), Daily Funding Lender will, no later than 4:00 P.M. (New York timey) 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 purchasedor (z) below, as 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 subsection 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, (a) 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 (e) any other circumstance, 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.applicable:

Settlement Procedures. (a) On each Payment Date, the Collateral Agent shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.6(c)) 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 in the following order of priority: (i) Daily Funding Lender will from time First, to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) 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 (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If 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”), each other Lender will, not later than 4:00 P.M. (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 OfficeHedge Counterparty, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Lender’s Adjusted Pro Rata Share Hedge Costs (exclusive of the Excess Funded Amounttermination payments) unpaid from any prior Payment Date; (ii) Second, upon which payment Daily Funding Lender shall be deemed to have sold, and 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.[Reserved]; (iii) If a Settlement Notice indicates that Third, to the aggregate principal 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 outstanding Revolving Loans made such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by Daily Funding Lender is less than Daily Funding Lender’s Pro Rata Share 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 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 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 Lender’s Adjusted Pro Rata Share 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 Excess Paydown 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, upon which payment such Lender shall be deemed until the Aggregate Loan Amount has been reduced to have soldzero; (ix) Ninth, and Daily Funding Lender shall be deemed to have purchased, as the Deal Agent for the account of the applicable Settlement 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, a portion of to the outstanding 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 Loans of such Lender equal Period, other than the Aggregate Loan Amount) until paid in full; and (xiii) Thirteenth, to such Lender’s Adjusted Pro Rata Share of the Excess Paydown AmountBorrower any remaining amounts. (ivb) Except as provided in subsection 2.1D(ii)One Business Day per calendar month, the obligations date of Daily Funding Lender and each other Lender pursuant which is to subsections 2.1D(iibe 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 a payment in reduction of the Aggregate Loan Amount. Notwithstanding anything in this Section 2.6(b) and 2.1D(iii) shall be absolute and unconditional and to the contrary, the Collateral Agent shall not be affected by required to effect any circumstance, including, without limitation, (a) such withdrawal or the Deal Agent make 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) such distribution until an Officer of the occurrence or continuance of an Event of Default Servicer or a Potential Event representative of Default; the Servicer designated by an 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 2.6(a)(i) through (xii). (c) (i) If on any adverse change in Payment Date 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 (e) any other circumstance, 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”) amount paid pursuant to this subsection 2.1D fails Section 2.6(a)(v) and (vi) is insufficient to make available cover all amounts due thereunder on such Payment Date, the Collateral Agent shall withdraw from the Reserve Account an amount equal to the Payee lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such payment required to be made by the Payorwithdrawal, the Payee shall be entitled to recover a “Reserve Advance”) and deposit such amount on demand from to the Payor together with interest at Collection Account. The Collateral Agent shall pay such amount to the customary rate set by DBTCA Deal Agent for payment to the correction of errors among Lenders for three Business Days and thereafter at the sum of the Base Rate plus 1.50% per annumLender. (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) On each Payment Date, the Collateral Agent shall withdraw Available Funds and any Excess Reserve Amount and Servicer Advances (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 amounts to the applicable Person in the following order of priority: (i) Daily Funding Lender will FIRST, to the Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from time to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) 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 prior Payment Date, and (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If a Settlement Notice indicates that SECOND, to 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”), each other Lender will, not later than 4:00 P.M. (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 OfficeServicer, an amount 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 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.Unreimbursed Servicer Advances; (iii) If a Settlement Notice indicates that THIRD, to the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender’s Pro Rata Share of Backup Servicer so long as it has not become 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 LenderServicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such LenderPayment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s Adjusted Pro Rata Share of the Excess Paydown Amount, upon which payment such Lender shall be deemed to have soldcapacity as Backup Servicer, and Daily Funding Lender shall be deemed any accrued and unpaid Indemnified Amounts owed by the Borrower to have purchasedSST up to $17,000, as 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.monthly; (iv) Except as provided FOURTH, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in subsection 2.1D(ii)respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the obligations of Daily Funding Lender and each other Lender Servicer has been replaced pursuant to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and Section 6.12 such amount shall not be affected by any circumstanceexceed the Capped Servicing Fee; and (B) to the Backup Servicer, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Agentif it has become the Successor Servicer, 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 (e) any other circumstance, 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.Transition Expenses; (v) In FIFTH, to the event that all or any portion Deal Agent for the account of the Lenders, an amount equal to the sum of any repayment 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 principal 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 Loans is thereafter recovered by or 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 behalf 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 Borrower from Daily Funding Lender (including such Payment Date, to the extent not paid pursuant to clause FOURTH above and any such recovery 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 a proceeding under full; (xiii) THIRTEENTH, to the Borrower any applicable bankruptcyremaining amounts. (b) One Business Day per calendar month, insolvency or other similar law now or hereafter in effect) in 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 that is proportionately greater (based not to exceed the amount on deposit therein on the respective Pro Rata Shares 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 a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) than to the contrary, the Collateral Agent shall not be required to effect any such recovery 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 (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 (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 other Lenders, Reserve Account an amount equal to the loss lesser of such shortfall and the amount so recovered shall be ratably shared among all Lenders of funds on deposit in the manner contemplated by subsection 10.5Reserve 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) On each Payment Date, the Borrower (or at all times after the occurrence and continuance of a Termination Event, the Collateral Agent) shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.6(c)) 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 in the following order of priority: (i) Daily Funding Lender will from time First, to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) 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 (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If 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”), each other Lender will, not later than 4:00 P.M. (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 OfficeHedge Counterparty, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Lender’s Adjusted Pro Rata Share Hedge Costs (exclusive of the Excess Funded Amounttermination payments) unpaid from any prior Payment Date; (ii) Second, upon which payment Daily Funding Lender shall be deemed to have sold, and 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.[Reserved]; (iii) If a Settlement Notice indicates that Third, to the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender’s Pro Rata Share of Backup Servicer so long as it has not become 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 LenderServicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Lender’s Adjusted Pro Rata Share of Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Excess Paydown Amount, upon which payment such Lender shall be deemed to have soldBackup Servicer, and Daily Funding Lender shall be deemed any accrued and unpaid Indemnified Amounts owed by the Borrower to have purchasedComputershare up to $17,000, as 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.monthly; (iv) Except as provided Fourth, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in subsection 2.1D(ii)respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the obligations of Daily Funding Lender and each other Lender Servicer has been replaced pursuant to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and Section 6.12 such amount shall not be affected by any circumstanceexceed the Capped Servicing Fee; and (B) to the Backup Servicer, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Agentif it has become the Successor Servicer, 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 (e) any other circumstance, 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.Transition Expenses; (v) In Fifth, to the event that all or any portion Lenders, ratably, an amount equal to the sum of any repayment 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 is thereafter recovered by or on behalf of Borrower from Daily Funding Lender (including any such recovery in a proceeding under any applicable bankruptcyeach Lender), insolvency or other similar law now or hereafter in effect) in an amount that is proportionately greater 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 respective Pro Rata Shares outstanding principal amount of Lendersthe Revolving Loans of each Lender), the Additional Principal Payment Amount, until the Aggregate Loan Amount has been reduced to zero; (ix) than 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 recovery 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 other 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, the loss as a payment in reduction of the amount so recovered 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 ratably shared among all 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 (which shall include electronic transmission) that it reasonably believes that at the manner contemplated by subsection 10.5end 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 (or the 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) As set forth in the Monthly Report, on each Payment Date, the Borrower (or the Servicer on its behalf), or following its assumption of exclusive control of the Collection Account, the Collateral Agent, 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 amounts to the applicable Person or account in the following order of priority: (i) Daily Funding Lender will from time FIRST, pari passu (A) to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) 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 (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If 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”), each other Lender will, not later than 4:00 P.M. (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 OfficeHedge Counterparty, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Lender’s Adjusted Pro Rata Share Hedge Costs (exclusive of termination payments) unpaid from any prior Payment Date and (B) to each Account Bank, the Excess Funded Amountamount of any fees, upon which payment Daily Funding Lender shall be deemed costs or expenses payable to have sold, and such Lender shall be deemed Account Bank by the Borrower in connection with maintaining the related Controlled Account pursuant to have purchased, as the terms 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject Control Agreement to the condition that at extent such Account Bank has not previously debited or otherwise paid itself such fees, costs or expenses from the time such Revolving Loan was made by Daily Funding Lender (a) related Controlled Account in accordance with 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.applicable Control Agreement; (iiiii) If a Settlement Notice indicates that SECOND, pari passu (A) to 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 LenderServicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Lender’s Adjusted Pro Rata Share 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; and (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 and documented out-of-pocket expenses incurred by the Excess Paydown Amount, upon which payment such Lender shall be deemed to have soldBackup Servicer, and Daily Funding Lender any accrued and unpaid Indemnified Amounts owed by the Borrower to the Backup Servicer up to $17,000 monthly (provided, however, that no such monthly limit shall exist if a Servicer Termination Event shall have occurred and be deemed continuing); (iii) THIRD, to have purchasedthe Lenders, as of the applicable Settlement Datepro rata, a portion of the outstanding Revolving Loans of such Lender an amount equal to such Lender’s Adjusted Pro Rata Share the sum of the Excess Paydown Amount.any accrued and unpaid (A) Interest and (B) Yield; (iv) Except as provided in subsection 2.1D(ii)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 obligations of Daily Funding Lender amount needed to cause (I) the Collateral Amount to equal or exceed the Minimum Collateral Amount and each other Lender pursuant (II) the Forecasted Collections to subsections 2.1D(ii) equal or exceed the Minimum Forecasted Collections Amount, and 2.1D(iii) shall be absolute and unconditional and shall if the Minimum Collateral Amount cannot be affected reached due to an insufficient amount of Loans for purchase by any circumstancethe Borrower, including, without limitation, the amount needed to cause (a) 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; (b1) the occurrence Adjusted Collateral Amount to equal or continuance of an Event of Default exceed the Minimum Collateral Amount and (2) the Adjusted Forecasted Collections to equal or a Potential Event of Default; (c) any adverse change in exceed the condition (financial or otherwise) of Borrower or any of its Subsidiaries; (d) any breach of this Agreement by Borrower, Agent or any LenderMinimum Forecasted Collections Amount; or (ey) any other circumstanceduring the Amortization Period, happeningto the Lenders, or event whatsoeverpro rata, whether or not similar the Principal Distributable Amount, until Capital has been reduced to zero, and (B) to the Hedge Counterparty, an amount equal to any of the foregoing. In the event that accrued and unpaid Hedge Costs constituting termination payments (including any Person (the “Payor”) obligated to make a payment to such amounts unpaid from 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.prior Payment Date); (v) In FIFTH, to any Successor Servicer, an amount equal to Reliening Expenses; (vi) SIXTH, to the event that all or 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 repayment 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; (x) TENTH, to the Lenders for the account of principal 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 Revolving Loans is thereafter recovered by or on behalf of Borrower Reserve Account, the Collateral Agent, shall withdraw 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 the Reserve Account an amount that is proportionately greater equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (based 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 respective Pro Rata Shares of Lenders) than any such recovery from the other LendersReserve Account, the loss of Collateral Agent, shall pay such amount to the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by subsection 10.5Lenders.

Settlement Procedures. (a) On each Payment Date, the Borrower (or at all times after the occurrence and continuance of a Termination Event, the Collateral Agent) shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.6(c)) 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 in the following order of priority: (i) Daily Funding Lender will from time FIRST, to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) 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 (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If 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”), each other Lender will, not later than 4:00 P.M. (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 OfficeHedge Counterparty, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Lender’s Adjusted Pro Rata Share Hedge Costs (exclusive of the Excess Funded Amounttermination payments) unpaid from any prior Payment Date; (ii) SECOND, upon which payment Daily Funding Lender shall be deemed to have sold, and 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.[Reserved]; (iii) If a Settlement Notice indicates that THIRD, to the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender’s Pro Rata Share of Backup Servicer so long as it has not become 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 LenderServicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Lender’s Adjusted Pro Rata Share of Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Excess Paydown Amount, upon which payment such Lender shall be deemed to have soldBackup Servicer, and Daily Funding Lender shall be deemed any accrued and unpaid Indemnified Amounts owed by the Borrower to have purchased▇▇▇▇▇ Fargo in an aggregate amount up to $17,000 per month (the “Cap”); provided, as however, that in the event of the applicable Settlement Datean acceleration resulting from a Termination Event specified under Section 9.1(e)(i) or Section 9.1(g) hereunder, a portion of the outstanding Revolving Loans of such Lender equal to such Lender’s Adjusted Pro Rata Share of the Excess Paydown Amount.Cap will not apply; (iv) Except as provided FOURTH, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in subsection 2.1D(ii)respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the obligations of Daily Funding Lender and each other Lender Servicer has been replaced pursuant to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and Section 6.12 such amount shall not be affected by any circumstanceexceed the Capped Servicing Fee; and (B) to the Backup Servicer, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Agentif it has become the Successor Servicer, 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 (e) any other circumstance, 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.Transition Expenses; (v) In FIFTH, to the event that all or any portion Lenders, ratably, an amount equal to the sum of any repayment 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 is thereafter recovered by or on behalf of Borrower from Daily Funding Lender (including any such recovery in a proceeding under any applicable bankruptcyeach Lender), insolvency or other similar law now or hereafter in effect) in an amount that is proportionately greater 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 respective Pro Rata Shares outstanding principal amount of Lendersthe Revolving Loans of each Lender), the Additional Principal Payment Amount, until the Aggregate Loan Amount has been reduced to zero; (ix) than 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 recovery 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 other 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 a payment in reduction of the loss 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 (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 2.6(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 (or the 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 so recovered shall be ratably shared among all Lenders on deposit in the manner contemplated by subsection 10.5Reserve Account, and pay such amount ratably to the Lenders.

Settlement Procedures. (a) On each Payment Date, the Borrower (or at all times after the occurrence and continuance of a Termination Event, the Collateral Agent) shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.6(c)) 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 in the following order of priority: (i) Daily Funding Lender will from time First, to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) 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 (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If 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”), each other Lender will, not later than 4:00 P.M. (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 OfficeHedge Counterparty, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Lender’s Adjusted Pro Rata Share Hedge Costs (exclusive of the Excess Funded Amounttermination payments) unpaid from any prior Payment Date; (ii) Second, upon which payment Daily Funding Lender shall be deemed to have sold, and 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.[Reserved]; (iii) If a Settlement Notice indicates that Third, to the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender’s Pro Rata Share of Backup Servicer so long as it has not become 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 LenderServicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Lender’s Adjusted Pro Rata Share of Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Excess Paydown Amount, upon which payment such Lender shall be deemed to have soldBackup Servicer, and Daily Funding Lender shall be deemed any accrued and unpaid Indemnified Amounts owed by the Borrower to have purchased▇▇▇▇▇ Fargo in an aggregate amount up to $17,000 per month (the “Cap”); provided, as however, that in the event of the applicable Settlement Datean acceleration resulting from a Termination Event specified under Section 9.1(e)(i) or Section 9.1(g) hereunder, a portion of the outstanding Revolving Loans of such Lender equal to such Lender’s Adjusted Pro Rata Share of the Excess Paydown Amount.Cap will not apply; (iv) Except as provided Fourth, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in subsection 2.1D(ii)respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the obligations of Daily Funding Lender and each other Lender Servicer has been replaced pursuant to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and Section 6.12 such amount shall not be affected by any circumstanceexceed the Capped Servicing Fee; and (B) to the Backup Servicer, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Agentif it has become the Successor Servicer, 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 (e) any other circumstance, 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.Transition Expenses; (v) In Fifth, to the event that all or any portion Lenders, ratably, an amount equal to the sum of any repayment 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 is thereafter recovered by or on behalf of Borrower from Daily Funding Lender (including any such recovery in a proceeding under any applicable bankruptcyeach Lender), insolvency or other similar law now or hereafter in effect) in an amount that is proportionately greater 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 respective Pro Rata Shares outstanding principal amount of Lendersthe Revolving Loans of each Lender), the Additional Principal Payment Amount, until the Aggregate Loan Amount has been reduced to zero; (ix) than 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 recovery 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 other 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, the loss as a payment in reduction of the amount so recovered 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 ratably shared among all 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 (which shall include electronic transmission) that it reasonably believes that at the manner contemplated by subsection 10.5end 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 (or the 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) On each Payment Date, the Collateral Agent shall withdraw Available Funds and any Excess Reserve Amount and Servicer Advances (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 amounts to the applicable Person in the following order of priority: (i) Daily Funding Lender will FIRST, to the Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from time to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) 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 prior Payment Date, and (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If a Settlement Notice indicates that SECOND, to 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”), each other Lender will, not later than 4:00 P.M. (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 OfficeServicer, an amount 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 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.Unreimbursed Servicer Advances; (iii) If a Settlement Notice indicates that THIRD, to the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender’s Pro Rata Share of Backup Servicer so long as it has not become 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 LenderServicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Lender’s Adjusted Pro Rata Share of Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Excess Paydown Amount, upon which payment such Lender shall be deemed to have soldBackup Servicer, and Daily Funding Lender shall be deemed any accrued and unpaid Indemnified Amounts owed by the Borrower to have purchasedSST up to $17,000, as 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.monthly; (iv) Except as provided FOURTH, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in subsection 2.1D(ii)respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the obligations of Daily Funding Lender and each other Lender Servicer has been replaced pursuant to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and Section 6.12 such amount shall not be affected by any circumstanceexceed the Capped Servicing Fee; and (B) to the Backup Servicer, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Agentif it has become the Successor Servicer, 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 (e) any other circumstance, 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.Transition Expenses; (v) In FIFTH, to the event that all or any portion Deal Agent for the account of the Lenders, an amount equal to the sum of any repayment 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 principal 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 Loans is thereafter recovered by or 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 behalf 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 Borrower from Daily Funding Lender (including such Payment Date, to the extent not paid pursuant to clause FOURTH above and any such recovery 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 a proceeding under full; (xiii) THIRTEENTH, to the Borrower any applicable bankruptcyremaining amounts. (b) One Business Day per calendar month, insolvency or other similar law now or hereafter in effect) in 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 that is proportionately greater (based not to exceed the amount on deposit therein on the respective Pro Rata Shares 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 a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) than to the contrary, the Collateral Agent shall not be required to effect any such recovery 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 (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 (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 other Lenders, Reserve Account an amount equal to the loss lesser of such shortfall and the amount so recovered shall be ratably shared among all Lenders of funds on deposit in the manner contemplated by subsection 10.5.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.(i)

Settlement Procedures. (a) On each Payment Date, the Collateral Agent 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 amounts to the applicable Person in the following order of priority: (i) Daily Funding Lender will FIRST, to the Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from time to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) 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 prior Payment Date, and (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If a Settlement Notice indicates that SECOND, to 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 Backup Servicer so long as it has not become the aggregate principal amount of outstanding Revolving Loans made by all Lenders (the amount of such excess being the “Excess Funded Amount”), each other Lender will, not later than 4:00 P.M. (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 OfficeServicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Lender’s Adjusted Pro Rata Share of Payment Date, any unpaid Backup Servicing Fee from any prior 44 Payment Date, any reasonable out-of-pocket expenses incurred by the Excess Funded Amount, upon which payment Daily Funding Lender shall be deemed to have soldBackup Servicer, and such Lender shall be deemed to have purchased, as of any accrued and unpaid Indemnified Amounts owed by 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject Borrower to the condition Backup Servicer in an aggregate amount up to $17,000 per month (the “Cap”); provided, however, that at in the time event of an acceleration resulting from a Termination Event specified under Section 10.1(d)(i) or Section 10.1(f) hereunder, such 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.Cap will not apply; (iii) If a Settlement Notice indicates that THIRD, (A) to 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 LenderServicer, 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, any accrued and Daily Funding Lender shall be deemed to have purchased, as of the applicable Settlement Date, a portion of the outstanding Revolving Loans unpaid Servicing Fees due in respect of such Lender equal 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 Lender’s Adjusted Pro Rata Share of amount shall not exceed the Excess Paydown Amount.Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (iv) Except as provided in subsection 2.1D(ii)FOURTH, to 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, (a) any set-off, counterclaim, recoupment, defense or other right which Deal 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 (e) any other circumstance, happening, or event whatsoever, whether or not similar to any account of the foregoing. In the event that any Person (the “Payor”) obligated Lenders, an amount equal 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.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) In FIFTH, during the event that all 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 portion 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 repayment 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 principal which is to be chosen by the Borrower, the Collateral Agent shall, upon two Business Days’ prior written request of the Revolving Loans is thereafter recovered 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 or on behalf the Deal Agent to the Lenders, pro rata, as a payment in reduction of Borrower from Daily Funding Lender (including Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Collateral Agent shall not be required to effect any such recovery 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 a proceeding under 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 (xi). (c) (i) If on any applicable bankruptcy, insolvency or other similar law now or hereafter in effectPayment Date the amount paid pursuant to Section 2.7(a)(iv) in 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 that is proportionately greater (based on equal to the respective Pro Rata Shares lesser of Lenders) than any such recovery from the other Lenders, the loss of shortfall and the amount so recovered shall be ratably shared among all Lenders of funds on deposit in the manner contemplated by subsection 10.5Reserve 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) Collection of the Receivables --------------------- shall be administered by the Collection Agent, in accordance with the terms of this Agreement. The 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 Hedge Counterparties and the Transferees such Collections and shall distribute such Collections on each Settlement Date in the following order of priority: (i) Daily Funding Lender will from time to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) on at least one Business Day during each seven calendar-day period, (b) on each date on which Hedge Counterparties in payment of interest on the net amounts payable to such Hedge Counterparties by the Transferor under the Hedge Agreements (excluding any Revolving Loans is required to be made pursuant to subsection 2.2C, (c) on the Revolving Loan Commitment Termination Date, and (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded.Hedge Breakage Costs payable thereunder); (ii) If a Settlement Notice indicates that to 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”), each other Lender will, not later than 4:00 P.M. (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 OfficeCollection Agent, an amount 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 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.Unreimbursed Servicer Advances; (iii) If a Settlement Notice indicates that to the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender Collection Agent, if the Collection Agent 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”)not IOS Capital, 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 LenderInc., an amount equal to such Lender’s Adjusted Pro Rata Share the Collection Agent Fee accrued but unpaid during the preceding Settlement Period, together with any amounts in respect 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 Collection Agent Fee that were due in respect of the applicable prior 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.Periods that remain unpaid; (iv) Except as provided in subsection 2.1D(ii)to the Administrative Agent's Account, the obligations of Daily Funding Lender an amount equal to accrued and each other Lender unpaid Yield and any fees payable 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, (a) 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 (e) any other circumstance, 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.Section 1.04(a); (v) In to the event 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 (b) 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 all 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 portion Affected Person hereunder (other than in respect of any Yield, fees or the repayment of principal of Capital); and (ix) to the Revolving Loans is thereafter recovered by or on behalf of Borrower from Daily Funding Lender (including Transferor, 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 10.5remaining amounts.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Collateral Agent shall withdraw Available Funds and any Excess Reserve Amount and Servicer Advances (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 amounts to the applicable Person in the following order of priority: (i) Daily Funding Lender will FIRST, to the Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from time to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) 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 prior Payment Date, and (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If a Settlement Notice indicates that SECOND, to the aggregate principal Servicer, an amount equal to any Unreimbursed Servicer Advances; (iii) THIRD, 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 outstanding Revolving Loans made 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 Daily Funding Lender the Borrower to SST up to $17,000, monthly; (including Revolving Loans made for its own account 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 subsection 2.1C(ii)Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (B) is in excess of Daily Funding Lender’s Pro Rata Share 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 aggregate principal 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 Revolving Loans made by all Lenders 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 excess being 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 a payment in 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 Funded 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, each other Lender willthe Borrower may, not upon two Business Days’ prior written notice (such notice to be received by the Deal Agent no later than 4:00 P.M. p.m. (New York time) on such day) to the applicable Settlement DateDeal Agent, reduce the Capital by remitting to the Deal Agent: (i) cash and (ii) instructions to reduce such Capital, 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 to Daily Funding Lender, by depositing same day funds all such amounts in the account specified 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 Daily Funding Lender at paying such amounts to the Funding 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 Office, 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 Lender’s Adjusted Pro Rata Share of the Excess Funded Amount, upon which payment Daily Funding Lender shall be deemed to have sold, shortfall and 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect. (iii) If 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) funds on the applicable Settlement Date, unconditionally pay to each other Lender, by depositing same day funds deposit in the account specified by Reserve Account (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 of the applicable Settlement Datewithdrawal, 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 subsection 2.1D(ii), the obligations of Daily Funding Lender and each other Lender pursuant to subsections 2.1D(ii“Reserve Advance”) and 2.1D(iii) deposit such amount to the Collection Account. The Collateral Agent shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which pay such amount to the Deal 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 (e) any other circumstance, 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 annumLenders. (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) On each Payment Date, the Borrower (or at all times after the occurrence and continuance of a Termination Event, the Collateral Agent) shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.6(c)) 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 in the following order of priority: (i) Daily Funding Lender will from time FIRST, to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) 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 (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If 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”), each other Lender will, not later than 4:00 P.M. (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 OfficeHedge Counterparty, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Lender’s Adjusted Pro Rata Share Hedge Costs (exclusive of the Excess Funded Amounttermination payments) unpaid from any prior Payment Date; (ii) SECOND, upon which payment Daily Funding Lender shall be deemed to have sold, and 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.[Reserved]; (iii) If a Settlement Notice indicates that THIRD, to the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender’s Pro Rata Share of Backup Servicer so long as it has not become 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 LenderServicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Lender’s Adjusted Pro Rata Share of Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out‑of‑pocket expenses incurred by the Excess Paydown Amount, upon which payment such Lender shall be deemed to have soldBackup Servicer, and Daily Funding Lender shall be deemed any accrued and unpaid Indemnified Amounts owed by the Borrower to have purchased▇▇▇▇▇ Fargo in an aggregate amount up to $17,000 per month (the “Cap”); provided, as however, that in the event of the applicable Settlement Datean acceleration resulting from a Termination Event specified under Section 9.1(e)(i) or Section 9.1(g) hereunder, a portion of the outstanding Revolving Loans of such Lender equal to such Lender’s Adjusted Pro Rata Share of the Excess Paydown Amount.Cap will not apply; (iv) Except as provided FOURTH, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in subsection 2.1D(ii)respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the obligations of Daily Funding Lender and each other Lender Servicer has been replaced pursuant to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and Section 6.12 such amount shall not be affected by any circumstanceexceed the Capped Servicing Fee; and (B) to the Backup Servicer, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Agentif it has become the Successor Servicer, 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 (e) any other circumstance, 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.Transition Expenses; (v) In FIFTH, to the event that all or any portion Lenders, ratably, an amount equal to the sum of any repayment 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 is thereafter recovered by or on behalf of Borrower from Daily Funding Lender (including any such recovery in a proceeding under any applicable bankruptcyeach Lender), insolvency or other similar law now or hereafter in effect) in an amount that is proportionately greater 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 respective Pro Rata Shares outstanding principal amount of Lendersthe Revolving Loans of each Lender), the Additional Principal Payment Amount, until the Aggregate Loan Amount has been reduced to zero; (ix) than 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 recovery 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 other 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, the loss as a payment in reduction of the amount so recovered 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 ratably shared among all 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 (which shall include electronic transmission) that it reasonably believes that at the manner contemplated by subsection 10.5end 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 (or the 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. 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 forth in the related Settlement Report: (A) from the Collection Account, Available Funds and (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 the following amounts to the following Persons on the related Settlement Date in the following order of priority from (x) the Collection Account, to the extent of Available Funds and (y) the Credit Reserve Account to the extent there is an Available Funds Shortfall, with respect to amounts payable under clauses (i) Daily Funding Lender will from time to time notify the other Lenders, not later than 12:00 Noon through (New York timeiv): (i) (a) on at least one Business Day during each seven calendar-day periodFirst, (b1) on to the Servicer and any Successor Servicer, in an amount equal to the accrued and unpaid Servicing Fee and Supplemental Servicing Fee payable to each date on which payment of interest on any Revolving Loans is required to be made pursuant to subsection 2.2Cthem in accordance with the Servicing Agreement, (c2) on to the Revolving Loan Commitment Servicer, all reimbursable out-of-pocket costs of 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, and (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and to the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded.Transition Expenses Cap; (ii) If a 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 Notice indicates that Date occurring prior to the aggregate principal amount occurrence of outstanding Revolving Loans made by Daily Funding Lender the Termination Date, to the Annual Expenses Cap, as applicable (including Revolving Loans made for its own account pursuant iii) Third, to subsection 2.1C(ii)) is each Lender, pro rata in excess of Daily Funding accordance with such 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”), each other Lender will, not later than 4:00 P.M. (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 OfficeCommitment 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 Adjusted Pro Rata Share Commitment Percentage: (A) an amount equal to the positive excess (if any) of the Excess Funded Amount, upon which payment Daily Funding Lender shall be deemed to have sold, and such Lender shall be deemed to have purchased, Outstanding Loan Amount as of the applicable Settlement Date, a 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 outstanding Revolving Loans made by Daily Funding Lender for its own account pursuant Borrowing Base related to subsection 2.1C(iiEligible Receivables (Part AF) on or after as of such Determination Date and the immediately preceding Settlement Date equal to such Lender’s Adjusted Pro Rata Share positive excess (if any) of the Excess Funded Amount. The obligation Outstanding Loan Amount (Part S) as of each Lender to purchase a portion of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject the related Determination Date (after giving effect to the condition that at the time such Revolving Loan was distribution made by Daily Funding Lender clauses (ai) 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect. through (iii) If a Settlement Notice indicates that above) over the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender’s Pro Rata Share portion of the aggregate principal amount of outstanding Revolving Loans made by all Lenders Borrowing Base related to Eligible Receivables (the amount Part S) as of such difference being the “Excess Paydown Amount”), Daily Funding Lender will, no later than 4:00 P.M. Determination Date) or (New York timeB) 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 Lenderif a Turbo Event has occurred, an amount equal to such Lender’s Adjusted Pro Rata Share 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 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 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 subsection 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, (a) 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 limitations on amounts set forth therein or otherwise) of Borrower to the Servicer, Successor Servicer, Administrative Agent, Collateral Custodian, Account Bank or Owner Trustee any of its Subsidiaries; fees, expenses or indemnities owed to such Person; (dvii) Seventh, to any breach of Person who is due any fee, reimbursable expense or indemnified amount under this Agreement by Borrowerthat is accrued or due hereunder and not fully paid, Agent or any Lender; or (e) any other circumstance, 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 fee, expense or indemnified amount; and (viii) Eighth, any remaining amount shall be distributed to the Certificateholder free and clear of any interest of the Lenders and the Administrative Agent; provided, however, in no event shall distributions pursuant to this clause (viii) be made used by the Payor, Borrower or the Payee shall be entitled Certificateholder 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 annumacquire additional Receivables. (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) All Collections on Pool Receivables shall be held in the Continuing Collection Accounts until their application in accordance with the priority of payments set forth below; 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 Administrative Agent may release to the Borrower from such Collections the amount (if any) necessary to (i) Daily Funding Lender will from time 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) for distribution to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) 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) Pledgor as a return on the Revolving Loan Commitment Termination Date, and (d) at such other times as Daily Funding Lender Pledgor’s equity interest in its discretion may determine the Borrower (each such notice by Daily Funding Lender being release, a “Settlement Notice” and the date of Release”). On each Settlement Notice being a “Settlement Date”, the Administrative Agent shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of accrued Servicing Fees payable for the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining Interest Period (plus, if applicable, the amount of outstanding Revolving Loans Servicing Fees payable for purposes of calculating any Excess Funded Amount pursuant prior Interest Period to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant the extent such amount has not been distributed to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded.the Servicer); (ii) If a Settlement Notice indicates that second, (A) expenses (excluding Servicing Transition Expenses) and indemnities then due to the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender Backup Servicer (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”), each other Lender will, not later than 4:00 P.M. (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, up an amount equal not to such Lender’s Adjusted Pro Rata Share of exceed $150,000 per calendar year) and (B) if the Excess Funded AmountBackup Servicer has succeeded the Initial Servicer as Servicer and the Initial Servicer has not timely paid the Servicing Transition Expenses, upon which payment Daily Funding Lender shall be deemed Servicing Transition Expenses (up to have sold, and such Lender shall be deemed an amount not 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.exceed $300,000); (iii) If a Settlement Notice indicates that third, to each Lender and other Credit Party (ratably, based on the aggregate principal amount then due and owing to such Credit Party), all accrued and unpaid Interest, Fees 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 5.03 and 13.01 in respect 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 (such payments), plus, if applicable, the amount of any such difference being Interest, Fees and Breakage 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 “Excess Paydown Amount”), Daily Funding Lender will, no later than 4:00 P.M. (New York time) on the applicable Settlement Date, unconditionally pay extent such amount has not been distributed 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 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.or Credit Party; (iv) Except fourth, as provided set forth in subsection 2.1D(ii), the obligations of Daily Funding Lender and each other Lender pursuant to subsections 2.1D(iiclause (x) and 2.1D(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) 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 (ey) any other circumstancebelow, 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.as applicable:

Settlement Procedures. (a) On each Payment Date, the Servicer shall determine, the portion of Available Funds which are Income Collections with respect to such Payment Date and shall so notify the Collateral Agent. 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 amounts to the applicable Person in the following order of priority: (i) Daily Funding Lender will 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 time any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to time notify Section 6.12 such amount shall not exceed the other 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 later than 12:00 Noon paid pursuant to clause SECOND above and any such Servicing Fee unpaid from any prior Payment Date; (New York timevi) SIXTH, to the Reserve Account, an amount equal to any outstanding Reserve Advances; (avii) on at least one Business Day during each seven calendar-day periodSEVENTH, all remaining amounts (i) first, to the Deal Agent for the account of the Lenders in an amount equal to the outstanding Capital until Capital has been reduced to zero and (ii) second, to the Deal Agent for the account of any other applicable Person, in an amount equal to all other Aggregate Unpaids until paid in full; (viii) EIGHTH, 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 clauses (i) or (v); and (ix) NINTH, to the Borrower any remaining amounts. (b) on 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 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 (div) at of Available Funds from the Collection Account and allocate and distribute such other times as Daily Funding Lender amounts to the applicable Person, in its discretion may determine the following order of priority: (each i) FIRST, to the Deal Agent (X) for payment to the Lenders an amount equal to any accrued and unpaid Carrying Costs due in respect of such notice by Daily Funding Lender being a “Settlement Notice” Payment Date and any Carrying Costs unpaid from any prior Payment Date and (Y) to the date Hedge Counterparty, an amount equal to any accrued and unpaid Hedge Costs (exclusive of each Settlement Notice being a “Settlement any termination payments) due in respect of such Payment Date and any Hedge Costs (exclusive of any termination payments) unpaid from any prior Payment Date”; (ii) SECOND, to the Deal Agent for payment to the Lenders, all remaining amounts, in reduction of the aggregate principal amount Capital until Capital has been reduced to zero; (iii) THIRD, to the Backup Servicer, any Monthly Servicing Fee (as defined in the Backup Servicing Agreement) owed to the Backup Servicer due in respect of outstanding Revolving Loans made by Daily Funding Lender such Payment Date and each 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 Lender as 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 close of business Servicer, any Re-Liening Expenses and second, to the Borrower any remaini▇▇ ▇▇▇▇nts. (i) If on the Business Day immediately preceding the applicable Settlement Date. In determining any Payment Date the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount paid pursuant to subsection 2.1D(iiSection 2.7(b)(i) below or any Excess Paydown Amount pursuant is insufficient to subsection 2.1D(iiicover 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") below, any Foreign Currency Loan and deposit such amount to the Collection Account. The Collateral Agent shall be excludedpay such amount to the Deal Agent for payment to the Lenders. (ii) If 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 (on any Payment Date the amount of such excess being on deposit in the “Excess Funded Amount”Reserve Account is insufficient to pay the insufficiency set forth in Section 2.7(c)(i), each other Lender willon or prior to 9:00 a.m. (Charlotte, not later than 4:00 P.M. (New York North Carolina time) on the applicable Settlement Date, pay Servicer shall deposit to Daily Funding Lender, by depositing same day funds in the account specified by Daily Funding Lender at the Funding and Payment Office, Collection Account an amount equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amountinsufficiency (each, upon which payment Daily Funding Lender shall be deemed to have solda "Servicer Advance"), and the Collateral Agent shall pay such Lender shall be deemed amount to have purchased, as of the applicable Settlement Date, a portion of Deal Agent for payment to 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded AmountLenders. The obligation of each Lender Servicer shall not be required to purchase a portion of make any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject Servicer Advance to the condition that at extent it does not reasonably deem such amount to be recoverable from future collections on the time such 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effectLoans. (iii) If 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 (on any Payment Date the amount of such difference being the “Excess Paydown Amount”), Daily Funding Lender will, no later than 4:00 P.M. (New York timepaid pursuant to Section 2.7(b)(ii) on the applicable Settlement Date, unconditionally pay is insufficient to each other Lender, by depositing same day funds in the account specified by such Lender reduce Capital 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 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 subsection 2.1D(ii)zero, 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, (a) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Deal Agent, in its sole discretion, may direct the Collateral Agent to withdraw 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 (e) any other circumstance, 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 on deposit in the manner contemplated by subsection 10.5Reserve Account, and pay such amount to the Deal Agent, for payment to the Lenders.

Settlement Procedures. (a) On each Payment Date, the Collateral Agent shall withdraw Available Funds and any Excess Reserve Amount and Servicer Advances (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 amounts to the applicable Person in the following order of priority: (i) Daily Funding Lender will FIRST, to the Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from time to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) 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 prior Payment Date, and (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If a Settlement Notice indicates that SECOND, to 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”), each other Lender will, not later than 4:00 P.M. (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 OfficeServicer, an amount 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 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.Unreimbursed Servicer Advances; (iii) If a Settlement Notice indicates that THIRD, to the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender’s Pro Rata Share of Backup Servicer so long as it has not become 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 LenderServicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Lender’s Adjusted Pro Rata Share of Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Excess Paydown Amount, upon which payment such Lender shall be deemed to have soldBackup Servicer, and Daily Funding Lender shall be deemed any accrued and unpaid Indemnified Amounts owed by the Borrower to have purchasedSST up to $17,000, as 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.monthly; (iv) Except as provided FOURTH, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in subsection 2.1D(ii)respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the obligations of Daily Funding Lender and each other Lender Servicer has been replaced pursuant to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and Section 6.12 such amount shall not be affected by any circumstanceexceed the Capped Servicing Fee; and (B) to the Backup Servicer, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Agentif it has become the Successor Servicer, 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 (e) any other circumstance, 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.Transition Expenses; (v) In FIFTH, to the event that all or any portion Deal Agent for the account of the Lenders, an amount equal to the sum of any repayment 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 principal 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 Loans is thereafter recovered by or 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 behalf 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 Borrower from Daily Funding Lender (including such Payment Date, to the extent not paid pursuant to clause FOURTH above and any such recovery 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 a proceeding under full; (xiii) THIRTEENTH, to the Borrower any applicable bankruptcyremaining amounts. (b) One Business Day per calendar month, insolvency or other similar law now or hereafter in effect) in 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 that is proportionately greater (based not to exceed the amount on deposit therein on the respective Pro Rata Shares 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 a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) than to the contrary, the Collateral Agent shall not be required to effect any such recovery 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 (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 (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 other Lenders, Reserve Account an amount equal to the loss lesser of such shortfall and the amount so recovered shall be ratably shared among all Lenders of funds on deposit in the manner contemplated by subsection 10.5Reserve 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) Except as set forth in Section 2.08(b), on each Settlement Date Collections on Assigned Receivables (including Policy Proceeds on deposit in the Collection Accounts), shall be withdrawn from the Collection Accounts and applied by Servicer in the following order (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) Daily Funding Lender will from time first, to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) 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 (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If 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”), each other Lender will, not later than 4:00 P.M. (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 OfficeAccount, an amount equal to the interest accrued on Advances through and including the preceding Business Day; (ii) second, any Servicing Fees accrued through such Lender’s Adjusted Pro Rata Share Settlement Date shall be paid to Servicer; (iii) third, an amount equal to the Borrowing Base Deficit (calculated before giving effect to any Receivables that became Assigned Receivables on such Settlement Date and the amount of the Excess Funded AmountAdvance (if any) being made on such Settlement Date) shall be paid to the Payment Account and applied by the Agent to reduce the outstanding principal amount of the respective Advances; (iv) fourth, upon which payment Daily Funding Lender 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 sold, and such Lender shall be deemed been paid to have purchased, as Lenders in reduction on the outstanding principal amount of the applicable Advances on such 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or . (b) a Daily Funding Lender Discretionary Period was At all times after the Program Termination Date, on each Settlement Date all Collections on Assigned Receivables (including all Policy Proceeds on deposit in effect. 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 paid or reimbursed to the 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 the Agent for any indemnities owed by Borrower to the Agent or the Lenders under this Agreement or the other Program Documents; (iii) If a Settlement Notice indicates that third, to the aggregate principal amount Agent in payment of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender’s Pro Rata Share accrued interest accrued in respect of the aggregate principal amount of outstanding Revolving Loans made by all Lenders (Aggregate Advances through and including 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 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. preceding Business Day; (iv) Except as provided fourth, to the Agent in subsection 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, (a) 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 (e) any other circumstance, happening, or event whatsoever, whether or not similar to any payment 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 principal of the Base Rate plus 1.50% per annum. Aggregate Advances; and (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 bankruptcyfifth, 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 10.5to Borrower.

Settlement Procedures. No later than 11:00 a.m. (New York City time) (x) on each Payment Date and (y) solely with respect to the payment of Supplemental Fees pursuant to clause (a)(ii) below, on the 15th calendar day of each calendar month (or if such date is not a Business Day the immediately succeeding Business Day) beginning on August 16, 2021 and ending on July 15, 2022 (each, a “Supplemental Fee Payment Date”), the Paying Agent shall, from the Collection Account, to the extent of available funds (such 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) Daily Funding Lender will from time to time notify the other LendersFirst, not later than 12:00 Noon (New York time) (a) on at least one Business Day during each seven calendar-day periodratably, (bA) on each date on which to the Bank Parties in an amount equal to any accrued and unpaid Bank Fees and Expenses, if any, for the payment of interest on any Revolving Loans is required thereof in an aggregate amount not to be made pursuant to subsection 2.2C, (c) on exceed the Revolving Loan Commitment Termination DateBank Fees and Expenses and the Administrative Expense Cap, and (dB) at such other times as Daily Funding Lender to the Administrative Agent, in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” an amount equal to any accrued and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender unpaid Administrative Agent Fee and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded.Administrative Expenses; (ii) If a Settlement Notice indicates that Second, to the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender (including Revolving Loans made Administrative Agent for its own account pursuant payment to subsection 2.1C(ii)) is in excess of Daily Funding Lender’s Pro Rata Share each Managing Agent, on behalf of the aggregate principal related Lenders, and the Swingline Lender in an amount equal to any accrued and unpaid Interest, Unused Fee that is due on such Payment Date and any accrued and unpaid Supplemental Fee that is due on such Supplemental Fee Payment Date; (iii) Third, to the Administrative Agent for payment to each Hedge Counterparty, in an amount equal to any regularly scheduled payments, fees, and expenses accrued and unpaid under any Hedging Agreement (other than Hedge Breakage Costs); (iv) Fourth, first, to the Administrative Agent for payment to each Managing Agent, on behalf of outstanding Revolving Loans made by all Lenders (the amount of such excess being the “Excess Funded Amount”), each other Lender will, not later than 4:00 P.M. (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 Officerelated Lenders, an amount equal to such Lender’s Adjusted Pro Rata Share the excess, if any, of Advances Outstanding over the Excess Funded AmountMaximum Availability, upon which payment Daily Funding Lender shall be deemed to have soldpro rata; provided, and such Lender shall be deemed to have purchasedhowever, 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject that to the condition extent that at the time such Revolving Loan was made by Daily Funding Lender (ai) 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 Termination Date has not occurred and was continuing (ii) Advances Outstanding exceed the Facility Amount due to one or (Y) any Event of Default that had occurred and was continuing had been waived by Requisite more Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect. (iii) If 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”)becoming Non‑Renewing Lenders, 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 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 subsection 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, (a) any set-off, counterclaim, recoupment, defense or other right which Managing 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 (e) any other circumstance, 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 Non‑Renewing Lenders only, pro rata 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.accordance with their Advances Outstanding;

Settlement Procedures. (a) On each Payment Date prior to the Group A-1/A-2 Effective 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) Daily Funding Lender will from time First, to time notify the other LendersServicer, not later than 12:00 Noon (New York time) (a) on at least one Business Day during each seven calendar-day period, (b) on each date on which payment of interest on in an amount equal to any Revolving Loans is required to be made pursuant to subsection 2.2C, (c) on the Revolving Loan Commitment Termination Date, and (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded.Unreimbursed Servicer Advances; (ii) If Second, to the Servicer, the accrued and unpaid Servicing Fee; (iii) Third, if a Settlement Notice indicates that backup servicer is duly appointed, to the aggregate principal amount 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 outstanding Revolving Loans made by Daily Funding Lender (including Revolving Loans made 1) the Class A-1 Senior Monthly Interest Payment Amount, for its own account pursuant ratable distribution to subsection 2.1C(ii)) is in excess of Daily Funding Lender’s Pro Rata Share the Lenders of the aggregate principal amount Class A-1 Loans Outstanding and (2) the Class A-2 Senior Monthly Interest Payment Amount, for ratable distribution to the Lenders of outstanding Revolving the Class A-2 Loans made by all Outstanding, plus (b) for the ratable payment to the Lenders (the amount of such excess being the “Excess Funded Amount”), each other Lender will, not later than 4:00 P.M. (New York time) on the applicable Settlement Date, pay to Daily Funding Lender, by depositing same day funds Class of Loans in the account specified by Daily Funding Lender at the Funding and Payment Office, an amount equal to any accrued and unpaid (1) Breakage Costs relating to any Loans of such Lender’s Adjusted Pro Rata Share Class, (2) net payments due under any Hedging Agreement, if any, relating to the Loans of the Excess Funded Amountsuch Class, upon which payment Daily Funding Lender shall be deemed (3) Unused Fees relating to have sold, such Class and such Lender shall be deemed to have purchased, as of the applicable Settlement Date, a (4) portion of the outstanding Revolving Loans made by Daily Funding Lender for its own account Upfront Fee due relating to such Class as described in the Fee Letter; (vi) Sixth, to any Successor Servicer, any unpaid Transition Expenses payable pursuant to subsection 2.1C(iiSection 7.14(e); (vii) on or after Seventh, to the immediately preceding Settlement Date equal Administrative Agent for the ratable payment (x) to such Lender’s Adjusted Pro Rata Share the Lenders of the Excess Funded 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. The obligation , 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 to purchase a portion and each Class of any Revolving Loan made by Daily Funding Lender as provided Loans in this subsection 2.1D(ii) is subject to the condition that at the time such 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect. (iii) If 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 all other Aggregate Unpaids allocable to the Loans Outstanding of such Lender’s Adjusted Pro Rata Share Class (other than the principal amount of such Loans Outstanding) then due under this Agreement to the Excess Paydown AmountAdministrative Agent, upon which the Lenders, the Affected Parties or the Indemnified Parties, for the payment such Lender shall be deemed thereof; (x) Tenth, if a Partial Expiration Event has occurred, to have sold, and Daily Funding Lender shall be deemed the Administrative Agent the remaining funds to have purchased, as reduce pro rata the portion of the applicable Settlement Date, a portion Loans Outstanding constituting the Lender Advances 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 subsection 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, (a) any setNon-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Agent, any other Extending 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 (e) any other circumstance, 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.zero;

Settlement Procedures. On each Payment Date, no later than 11:00 a.m. (New York City time), the Paying Agent shall disburse amounts on deposit in the Collection Account in accordance with the Monthly 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, Interest Collections on deposit in the Interest Collection Subaccount, will be applied in the following order of priority: (i) Daily Funding Lender will from time to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) on at least one Business Day during each seven calendar-day periodFirst, (b1) first, pro rata, to the Servicer (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 (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) behalf of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of Borrower) for the close of business on payment to the Business Day immediately preceding the applicable Settlement Date. In determining appropriate taxing authorities, the amount of outstanding Revolving Loans taxes and governmental fees owed by the Borrower, (2) second, to pay to the Collateral Custodian, the Paying Agent and the Administrative Agent any Administrative Expenses payable on such Payment Date, provided that the amount applied under this clause (a)(i)(2) for purposes such Payment Date shall not exceed the Administrative Expense Cap applicable to such Payment Date; and (3) third, to pay all reasonable out-of-pocket costs and expenses of calculating any Excess Funded Amount pursuant to subsection 2.1D(iithe Servicer or BCA incurred on behalf of the Borrower; provided that the amount applied under this clause (a)(i)(3) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan for such Payment Date shall be excluded.not exceed $50,000; (ii) If a Settlement Notice indicates that Second, to 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 Servicer, 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”), each other Lender will, not later than 4:00 P.M. (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 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, any accrued and 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 unpaid Senior Servicing Fees unless otherwise waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.Servicer; (iii) If 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 Third, to each Managing Agent, on behalf of the aggregate principal amount of outstanding Revolving Loans made by all Lenders (the amount of such difference being the “Excess Paydown Amount”)related Lenders, 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 (1) any accrued and unpaid Interest for such Lender’s Adjusted Pro Rata Share Payment Date and (2) the Unused Commitment Fee, pro rata, on the basis 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 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.amount owed; (iv) Except as provided in subsection 2.1D(ii)Fourth, the obligations of Daily Funding Lender and to 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, (a) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Managing 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 (e) any other circumstance, happening, or event whatsoever, whether or not similar to any on behalf of the foregoing. In related Lenders, pro rata, to pay the event that any Person (Advances Outstanding in an amount necessary to satisfy 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 Borrowing Base Rate plus 1.50% per annum.Test; (v) In the event that all or any portion of any repayment of principal of the Revolving Loans is thereafter recovered by or Fifth, to each Managing Agent, on behalf of Borrower from Daily Funding Lender the related Lenders, pro rata, to pay the Advances Outstanding to the extent required to satisfy the Interest Coverage Ratio Test; (including vi) Sixth, to the Syndication Agent, 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 Syndication Fee due and payable 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.Borrower;

Settlement Procedures. (a) 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 Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Statement) to the following Persons, the following amounts in the following order of priority: (1) pro rata to (i) Daily Funding Lender will from time to time notify the other LendersTrustee, not later than 12:00 Noon (New York time) (a) 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 (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If 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”), each other Lender will, not later than 4:00 P.M. (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 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, any accrued and 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 Daily Funding Lender unpaid Trustee Fees and (aii) the duly authorized officer of Daily Funding Lender responsible for the administration of Daily Funding Lender’s credit relationship with Borrower believed Securities Intermediary, 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect. (iii) If 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 any amounts payable to the Securities Intermediary under the Securities Account Control Agreement; (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) pro rata to each Class A Lender’s Adjusted Pro Rata Share of the Excess Paydown Amount, upon which payment such Lender shall be deemed in an amount equal to have soldany 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) pro rata to (a) each Lender, in an amount equal to any accrued and unpaid Breakage Costs, and Daily Funding Lender shall be deemed (b) to have purchasedthe Administrative Agent, any applicable Lender, the Trustee, the Indemnified Parties, or the Secured Parties, as of the applicable Settlement Dateapplicable, 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 subsection 2.1D(ii), the obligations of Daily Funding Lender all Fees 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 circumstanceamounts, 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 set-offaccrued and unpaid Commitment Reduction Fee owing to the Class A Lenders, 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; and (b) if the occurrence 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 continuance 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 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 or a Potential hereunder. (b) On each Payment Date, so long as no Event of Default; Default has occurred and is continuing, the Loan Manager shall direct the Trustee to pay pursuant to the related Payment Date Statement (cand 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 Payment 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), pro rata to (i) the Trustee, 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 adverse change 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 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) 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 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 condition Unfunded Exposure Account as of the related Determination Date; (financial 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 otherwisewithholding 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 any of its Subsidiariesnominee thereof; (d) any breach of this Agreement by Borrowerprovided that, Agent or any Lender; or (e) any other circumstancenotwithstanding the above, happening, or event whatsoever, whether or not similar to any if a Class B Lender is an Affiliate of the foregoingLoan 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 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. In provided, however, the event that any Person (the “Payor”) obligated failure to make a any payment to any other Person (Class B Lender in accordance with the “Payee”) pursuant to this subsection 2.1D fails to make available to the Payee the amount preceding proviso shall not constitute either a Default or an Event 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 annumDefault hereunder. (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) On each Payment Date occurring prior to the occurrence of a Default or Event of Default, the Account Bank shall, in accordance with the Account Control Agreement and to the extent of Available Funds for such Payment Date and amounts on deposit in the Expense Reserve Account and the Interest Reserve Account, pay to the following Persons the following amounts in the following order of priority: (i) Daily Funding Lender will from time to time notify the other Lendersfirst, not later than 12:00 Noon (New York time) (a) 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 (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If 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”), each other Lender will, not later than 4:00 P.M. (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 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 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect. (iii) If 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 any accrued and unpaid (1) Interest (plus any Unused Fee) for the 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 Lender’s Adjusted Pro Rata Share 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 Excess Paydown AmountServicer (such expenses not to exceed $25,000 in the aggregate in any calendar year); (iii) third, upon which payment to the Expense Reserve Account, any additional amounts required on such Lender shall be deemed Payment Date to have sold, and Daily Funding Lender shall be deemed increase the Expense Reserve Account balance up to have purchased, as of the applicable Settlement Expense Reserve Required Balance on such Payment 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 subsection 2.1D(ii)fourth, to 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, (a) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against AgentInterest Reserve Account, any other Lender, any Loan Party or any other Person for any reason whatsoever; (b) additional amounts required on such Payment Date to increase 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 (e) any other circumstance, 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 Interest Reserve Account balance up to the Payee the amount of Interest Reserve Account Required Balance on 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.Payment Date; (v) In fifth, to the event 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 all 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 portion 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 shall be distributed to the Borrowers free and clear of any repayment of principal interest of the Revolving 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 pay to the Lender an amount equal to the Interest accrued and unpaid with respect to the Principal Amount of all Loans is thereafter recovered outstanding; (iii) third, 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 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) 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 is proportionately greater are not directly reimbursed by the Borrowers pursuant to the Custodial Agreement or reimbursed pursuant to clause fourth above; (based 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 respective Pro Rata Shares earlier of Lenders) than any such recovery receipt by the Borrowers of notice thereof from the other LendersLender or knowledge thereof by the Borrowers, the loss of Borrowers shall (i) transfer, in immediately available funds, to Lender an amount to be applied to reduce the amount so recovered shall be ratably shared among all Lenders outstanding Note Balance, or (ii) if acceptable to the Lender (in the manner contemplated by subsection 10.5its sole discretion) pledge additional Eligible Tax Liens for no additional consideration, in each case, such that after giving effect to such transfers, no Borrowing Base Deficiency exists.

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) on at least one Business Day during On each seven calendar-day periodPayment Date, (b) on each date on which payment so long as no Event of interest on any Revolving Loans Default has occurred and is required continuing, the Collateral Administrator shall direct the Collateral Custodian to be made pay pursuant to subsection 2.2Cthe latest Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Interest Collection Account to the extent of Available Funds, (c) in reliance on the Revolving Loan Commitment Termination Dateinformation set forth in such Borrowing Base Certificate) to the following Persons, and (d) at such other times as Daily Funding Lender the following amounts in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date following order of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded.priority: (ii1) If a Settlement Notice indicates that to 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 Collateral Custodian, 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”), each other Lender will, not later than 4:00 P.M. (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 equal to such Lender’s Adjusted Pro Rata Share of any accrued and unpaid Collateral Custodian Fees; (2) to the Excess Funded AmountCollateral Administrator, upon which payment Daily Funding Lender shall be deemed to have sold, and 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 Settlement Date in an amount equal to such any accrued and unpaid Collateral Administration Fees; (3) pro rata to each Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender , in an amount equal to purchase a portion of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(iiaccrued and unpaid Interest; (4) is subject pro rata to the condition that at the time such Revolving Loan was made by Daily Funding Lender (a) each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee and Breakage Costs and (b) to the duly authorized officer 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 Daily Funding Lender responsible for Advances Outstanding, then due under this Agreement; (5) pro rata to each Lender, if the administration 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 Daily Funding Lender’s credit relationship with Borrower believed 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 good faith that either a Lien on the assets of the Borrower; and (X8) any remaining amounts shall be distributed to the Borrower. (b) On each Payment Date, so long as no Event of Default had has occurred and was continuing or is continuing, the Collateral Administrator shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (Yand 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) any Event to the following Persons, the following amounts in the following order 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 Daily Funding Lender Discretionary Period was in effect.priority: (iii1) If a Settlement Notice indicates that to 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”extent not paid pursuant to Section 2.7(a), Daily Funding Lender willto the Collateral Custodian, 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 any accrued and unpaid Collateral Custodian Fees; (2) to the 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’s Adjusted Pro Rata Share , 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 Excess Paydown AmountRevolving Period, upon 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 payment such Lender shall be deemed no distribution has previously been made pursuant to have soldthis Section 2.7(b)(7) and (B) not subject to Independent Verification, and Daily Funding Lender shall be deemed to have purchased, calculated in accordance with the assumptions set forth in Section 6.5 of the AIV Limited Partnership Agreement as of the applicable Settlement Datedate hereof; provided, a portion however, that the aggregate amount of such Gains for purposes of such calculation shall be net of any losses of the outstanding Revolving Loans Borrower or of the AIV, against which such Gains can be offset for tax purposes as of the date of such Lender equal determination (including any losses from prior periods after the Revolving Period which were not utilized to offset Gains in such Lender’s Adjusted Pro Rata Share prior period); (8) after the end of the Excess Paydown AmountRevolving 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 not paid, could result in a Lien on the assets of the Borrower; and (11) any remaining amounts shall be distributed to the Borrower. (iv) Except as provided in subsection 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, (a) 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 The Collateral Administrator may, in its sole discretion, direct 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 (e) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. In the event that any Person (the “Payor”) obligated Collateral Custodian to make a payment to the Borrower from the Principal Collection Account on any Business Day other Person 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 “Payee”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 this subsection 2.1D fails to make available to the Payee which such Borrowing Base Certificate is being delivered, the amount of losses of the Borrower and the AIV available to offset such payment 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 Borrower and the Collateral Custodian prior to the relevant 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 (30) days of its engagement, and the determination of such accounting firm shall be made 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)(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 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 PayorAdministrative Agent, unless 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. determination concludes that there is a five (v5) In the event that all percent 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 greater overstatement 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 of distribution set forth in such Borrowing Base Certificate, in which case the fee will be ratably shared among all Lenders in borne by the manner contemplated by subsection 10.5Borrower and treated as an Administrative Expense.

Settlement Procedures. (a) Unless a Termination Date shall have occurred pursuant to Section 10.2, on each Payment Date, the Collateral Agent shall (based on the information contained in the Monthly Report delivered on the related Determination Date) 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 amounts to the applicable Person or account in the following order of priority: (i) Daily Funding Lender will from time to time notify the other LendersFIRST, not later than 12:00 Noon pari passu, (New York timeA) (a1) 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 (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If 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”), each other Lender will, not later than 4:00 P.M. (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 OfficeServicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Lender’s Adjusted Pro Rata Share of Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Excess Funded Amount, upon which payment Daily Funding Lender shall be deemed to have sold, and 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 Servicer has been replaced pursuant to subsection 2.1C(iiSection 6.12 such amount shall not exceed the Capped Servicing Fee, (2) on or after the immediately preceding Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject to the condition that at Backup Servicer, so long as it has not become the time such 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect. (iii) If 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 LenderSuccessor 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 Adjusted Pro Rata Share ratable share of the Excess Paydown AmountClass A Interest Distributable Amount due and payable on such Payment Date and the Class A Interest Carryover Shortfall, upon which payment if any, from any prior Payment Date, (B) second, pro rata to each Class B Lender, such Lender shall be deemed to have sold, and Daily Funding Lender shall be deemed to have purchased, as Class B Lender’s ratable share of the applicable Settlement DateClass B Interest Distributable Amount due and payable on such Payment Date and the Class B Interest Carryover Shortfall, a portion if any, from any prior Payment Date and (C) third, pro rata to each Class C Lender, such Class C Lender’s ratable share of the outstanding 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; (iii) THIRD, during the Revolving Loans of such Lender Period, to the Reserve Account, (A) an amount equal to such Lender’s Adjusted Pro Rata Share of any outstanding Reserve Advances and (B) the Excess Paydown Amount.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) Except 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, 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 (i)(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 provided it has not become the Successor Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in subsection 2.1D(iirespect 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 obligations Collateral Agent shall (based 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 Daily Funding Lender such shortfall and each other Lender 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 subsections 2.1D(iiSection 2.7(a)(v) and 2.1D(iiior Section 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) shall be absolute and unconditional and shall not be affected by may direct the Collateral Agent to withdraw any circumstance, including, without limitation, (a) 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) all of the occurrence or continuance of an Event of Default or a Potential Event of Default; (c) any adverse change amount on deposit in the condition (financial Reserve Account, and pay such amount to the Lenders in accordance with Section 2.7(a)(v) or otherwise) of Borrower or any of its Subsidiaries; Section 2.7(b)(ii), as applicable. (d) any breach of this Agreement by Borrower, Agent or any Lender; or (e) any other circumstance, happening, or event whatsoever, whether or not similar With respect 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 payments made by the PayorCollateral Agent to the Lenders, the Payee Collateral Agent 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 rely conclusively on the respective Pro Rata Shares Monthly Report for purposes of determining the identity of such 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) Any Collections of Purchased Receivables received (or deemed to have been received) by the Seller shall be remitted directly to Triple-A by depositing such Collections in the Lock-Box Account within one Business Day of Seller's receipt (or deemed receipt) thereof. On each Payment Date, the Seller shall pay to Triple-A (i), Yield on all outstanding Capital the Fixed Period for which ends on such date PLUS (ii) to Triple-A, the CP Dealer Fees, if any, on any Commercial Paper maturing on such date and raised to fund such Capital. On each Settlement Date, the Seller shall pay to ING, the ING Yield, if any. (b) On each Settlement Date to occur prior to the Designated Termination Date, the Seller shall either: (i) Daily Funding Lender will from time if Triple-A has consented thereto, sell additional Receivables hereunder in accordance with the procedures and subject to time notify the other Lendersconditions set forth in SECTION 2.01 such that, not later than 12:00 Noon (New York time) (a) on at least one Business Day during each seven calendar-day periodimmediately following such Receivables Purchase, (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 (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” Capital Limit equals or exceeds outstanding Capital and the date ING Capital Limit equals or exceeds the outstanding ING Capital, in which event the Collateral Agent shall, subject to the order of each Settlement Notice being a “Settlement Date”) priority set forth in SECTION 6.11(b), remit the Collections so set aside to the Seller in consideration of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans purchase price for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded.such Receivables Purchase; or (ii) If 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 if Triple-A has not consented to subsection 2.1C(ii)) is in excess of Daily Funding Lender’s Pro Rata Share such additional purchase, out of the aggregate principal amount Collections so set aside, direct the Collateral Agent to remit to the Administrative Agent, subject to the order of outstanding Revolving Loans made by all Lenders (the priority set forth in SECTION 6.11, an amount of such excess being Collections to be applied toward the “Excess Funded Amount”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 be applied toward the reduction of outstanding Capital, all Collections so set aside but not to exceed the sum of (i) the Capital allocated to such Fixed Period, (ii) all accrued and unpaid Yield thereon, and (iii) the aggregate of all other amounts owed hereunder by the Seller to 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 adjustment made or performed by the Seller or any other Person (including, without limitation, those described in the definition of "DILUTION FACTORS"), each or (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 Lender will, not later than 4:00 P.M. Person (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 equal to whether such Lender’s Adjusted Pro Rata Share claim arises out of the Excess Funded Amountsame or a related transaction or an unrelated transaction), upon which payment Daily Funding Lender the Seller shall be deemed to have soldreceived on such day a Collection of such Purchased Receivable in the amount of such reduction, and such Lender 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 purchasedreceived on such day a Collection of such Purchased Receivable: (x) if such representation, as of warranty or covenant relates to 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion non-existence of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject to Adverse Claims, the condition that at the time such 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect. (iii) If 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 Seller shall be deemed to have soldreceived a Collection of such Purchased Receivable in the dollar amount 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 Daily Funding Lender 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 purchasedreceived 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, as the excess, if any, of the applicable Settlement DateTermination Amount over all amounts paid by the Obligor on account of such termination or (B) in the event of any other rejection or non-assumption, a portion the amount, of the outstanding Revolving Loans Outstanding Balance thereof that has not been, or may not be paid as a result of such Lender equal to rejection, termination or non-assumption. Upon the Seller's payment of any such Lender’s Adjusted Pro Rata Share of the Excess Paydown Amount. (iv) Except as provided deemed Collections described in subsection 2.1D(iithis SECTION 2.05(e), the obligations of Daily Funding Lender and each other Lender pursuant Collateral Agent shall re-assign 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, (a) 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 Seller all of its Subsidiaries; (d) any breach of this Agreement by Borrowerright, Agent or any Lender; or (e) any other circumstance, 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 title and interest in and to the Payee the amount of such payment required to be made by the Payorrelevant Purchased Receivable or Purchased Receivables, the Payee shall be entitled to recover Contracts under which such amount on demand from Purchased Receivable(s) arose and 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 annumRelated Security relating thereto. (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. 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 forth in the related Settlement Report: (A) from the Collection Account, Available Funds and (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 the following amounts to the following Persons on the related Settlement Date in the following order of priority from (x) the Collection Account, to the extent of Available Funds and (y) the Credit Reserve Account to the extent there is an Available Funds Shortfall, with respect to amounts payable under clauses (i) Daily Funding Lender will from time to time notify the other Lenders, not later than 12:00 Noon through (New York timeiv): (i) (a) on at least one Business Day during each seven calendar-day periodFirst, (b1) on to the Servicer and any Successor Servicer, in an amount equal to the accrued and unpaid Servicing Fee payable to each date on which payment of interest on any Revolving Loans is required to be made pursuant to subsection 2.2Cthem in accordance with the Servicing Agreement, (c2) on to the Revolving Loan Commitment Servicer, all reimbursable out-of-pocket costs of 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, and (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and to the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded.Transition Expenses Cap; (ii) If a 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 Notice indicates that Date occurring prior to the aggregate principal amount occurrence of outstanding Revolving Loans made by Daily Funding Lender the Termination Date, to the Annual Expenses Cap, as applicable; (including Revolving Loans made for its own account pursuant iii) Third, to subsection 2.1C(ii)) is each Lender, pro rata in excess of Daily Funding accordance with such 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”), each other Lender will, not later than 4:00 P.M. (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 OfficeCommitment 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 Adjusted Pro Rata Share Commitment Percentage: (A) an amount equal to the positive excess (if any) of the Excess Funded Amount, upon which payment Daily Funding Lender shall be deemed to have sold, and such Lender shall be deemed to have purchased, Outstanding Loan Amount 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 related Determination Date (after the immediately preceding Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject giving effect to the condition that at the time such Revolving Loan was distribution made by Daily Funding Lender clauses (ai) 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect. through (iii) If a Settlement Notice indicates that above) over 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 Borrowing Base as of such difference being the “Excess Paydown Amount”), Daily Funding Lender will, no later than 4:00 P.M. Determination Date or (New York timeB) 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 Lenderif a Turbo Event has occurred, an amount equal to such Lender’s Adjusted Pro Rata Share 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 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 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 subsection 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, (a) 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 limitations on amounts set forth therein or otherwise) of Borrower to the Servicer, Successor Servicer, Administrative Agent, Collateral Custodian, Account Bank or Owner Trustee any of its Subsidiaries; fees, expenses or indemnities owed to such Person; (dvii) Seventh, to any breach of Person who is due any fee, reimbursable expense or indemnified amount under this Agreement by Borrowerthat is accrued or due hereunder and not fully paid, Agent or any Lender; or (e) any other circumstance, 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 fee, expense or indemnified amount; and (viii) Eighth, any remaining amount shall be distributed to the Certificateholder free and clear of any interest of the Lenders and the Administrative Agent; provided, however, in no event shall distributions pursuant to this clause (viii) be made used by the Payor, Borrower or the Payee shall be entitled Certificateholder 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 annumacquire additional Receivables. (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. (i) Daily Funding Lender will from time to time notify the other Lenders, not later than 12:00 Noon (New York time) ) (a) 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 (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “"Settlement Notice” " and the date of each Settlement Notice being a “"Settlement Date”") of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If 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 '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”"), each other Lender will, not later than 4:00 P.M. (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 equal to such Lender’s 's Adjusted Pro Rata Share of the Excess Funded Amount, upon which payment Daily Funding Lender shall be deemed to have sold, and 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 Settlement Date equal to such Lender’s 's Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 Daily Funding Lender (a) the duly authorized officer of Daily Funding Lender responsible for the administration of Daily Funding Lender’s 's credit relationship with Borrower 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect. (iii) If 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 '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 '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 of the applicable Settlement Date, a portion of the outstanding Revolving Loans of such Lender equal to such Lender’s 's Adjusted Pro Rata Share of the Excess Paydown Amount. (iv) Except as provided in subsection 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, (a) 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 Borrowers or any of its their Subsidiaries; (d) any breach of this Agreement by BorrowerBorrowers, Agent or any Lender; or (e) any other circumstance, 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 BTCo 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 the 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 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) 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 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 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) Daily Funding Lender will from time to time notify First, if such date is not the other LendersMaturity Date, not later than 12:00 Noon (New York time) (a) 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 deposited into the Revolving Loan Commitment Termination Date, and (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” Administrative Agent’s Account for the benefit of the Beneficiaries and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If 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”), each other Lender will, not later than 4:00 P.M. (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 OfficeCollection Agent, an amount equal to such Lender’s Adjusted Pro Rata Share the sum of the Excess Funded Amountaccrued and unpaid interest, upon which payment Daily Funding Lender shall be deemed to have soldFees and Collection Agent Fees owing hereunder through such date and any unpaid expenses of, or other amounts (other than Fees) owing to, the Administrative Agent incurred or owing under any Transaction Document (such expenses and 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject amounts owing to the condition that at Administrative Agent, the time such Revolving Loan was made by Daily Funding Lender (a) “Administrative Agent Amounts”), in each case, to the duly authorized officer of Daily Funding Lender responsible for extent the administration of Daily Funding Lenderamount then on deposit in the Administrative Agent’s credit relationship with Borrower believed Account 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect. (iii) If a Settlement Notice indicates that the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender respect thereof is less than Daily Funding Lender’s Pro Rata Share the sum of the aggregate principal amount of outstanding Revolving Loans made by all Lenders (the amount accrued and unpaid interest, Fees and Collection Agent Fees owing hereunder as of such difference being date and the “Excess Paydown Amount”)Administrative Agent Amounts; (ii) Second, Daily Funding Lender willif such date is not the Maturity Date and during any Cure Period, no later than 4:00 P.M. (New York time) on to be deposited into 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 LenderCure Account, an amount equal to such Lender’s Adjusted Pro Rata Share 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 for the benefit of the Excess Paydown AmountBeneficiaries and distributed in accordance with Section 2.08(b); (iii) Third, upon which payment if such Lender shall date is the Maturity Date, to be deemed to have sold, and Daily Funding Lender shall be deemed to have purchased, as deposited into the Administrative Agent’s Account for the benefit of the applicable Settlement DateBeneficiaries and the Collection Agent, a portion of the outstanding Revolving Loans of such Lender an amount equal to all unpaid principal and interest on the Loans and all other unpaid Obligations and unpaid Collection Agent Fees, to the extent such Lenderamount is not then on deposit in the Administrative Agent’s Adjusted Pro Rata Share of the Excess Paydown Amount.Account; and (iv) Except Thereafter, to be deposited into the Borrower’s Account. (B) If on such date an Event of Default is continuing: (i) First, to be deposited into the Administrative Agent’s Account for 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 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 the RFA Trustee’s Account all or a portion of any Collections that otherwise would be deposited into the Borrower’s Account (as provided defined in subsection 2.1D(iithe Receivables Financing Agreement) pursuant to the terms of the 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 obligations Administrative Agent, at any time and from time to time upon the occurrence and during the continuance of Daily Funding Lender 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 each other Lender pursuant to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and shall not be affected all amounts held by any circumstance, 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 (aas defined in the Receivables Financing Agreement) any set-off, counterclaim, recoupment, defense or other right which 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 Administrative Agent or any Lender may have against under the preceding sentence shall be deposited into the Administrative Agent, any other Lender, any Loan Party or any other Person for any reason whatsoever; ’s Account and distributed in the manner provided in this Section 2.19. (b) On each 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 occurrence Maturity Date, the Administrative Agent shall distribute the amount then on deposit in the Administrative Agent’s Account in respect thereof to, in the case of any such interest, Fees and Administrative Agent Amounts, the Administrative Agent or Lender entitled to receive the same and, in the case of 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 Administrative Agent for Administrative Agent Amounts, (ii) second, to the Collection Agent (if the Collection Agent is other than an Originator or one of its Affiliates) for due and payable Collection Agent Fees, (iii) third, 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 a Potential Event of Default; (c) any adverse change if the Maturity Date shall occur, the Administrative Agent shall distribute the amount on deposit in the condition Administrative Agent’s Account to the payment of the Obligations and Collection Agent Fees in the following order: (financial i) first, to the Administrative Agent for Administrative Agent Amounts, (ii) second, to the Collection Agent (if the Collection Agent is other than an Originator or otherwise) of Borrower or any one of its Subsidiaries; Affiliates) for accrued and unpaid Collection Agent Fees, (iii) third, 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 breach of this Agreement by Borrowerobligation 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 any Lender; or (e) any other circumstancethe Collection Agent hereunder, happeningthe amount then on deposit in the Administrative Agent’s Account in respect thereof is less than the amount thereof then due and payable, or event whatsoever, whether or not similar the Borrower shall pay to any the Administrative Agent for the benefit of the foregoing. In relevant Beneficiaries or 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 Collection Agent, as applicable, on such due date, 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 annumdeficiency. (ve) In the event that all or If at any portion time any payment of any repayment of principal 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 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 Beneficiaries an amount that is proportionately greater (based on equal to 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 10.5rescinded or returned payment.

Settlement Procedures. (a) On each Payment Date, the Borrower (or at all times after the occurrence and continuance of a Termination Event, the Collateral Agent) shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.6(c)) 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 in the following order of priority: (i) Daily Funding Lender will from time First, to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) 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 (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If 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”), each other Lender will, not later than 4:00 P.M. (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 OfficeHedge Counterparty, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Lender’s Adjusted Pro Rata Share Hedge Costs (exclusive of the Excess Funded Amounttermination payments) unpaid from any prior Payment Date; (ii) Second, upon which payment Daily Funding Lender shall be deemed to have sold, and 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.[Reserved]; (iii) If a Settlement Notice indicates that Third, to the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender’s Pro Rata Share of Backup Servicer so long as it has not become 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 LenderServicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Lender’s Adjusted Pro Rata Share of Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Excess Paydown Amount, upon which payment such Lender shall be deemed to have soldBackup Servicer, and Daily Funding Lender shall be deemed any accrued and unpaid Indemnified Amounts owed by the Borrower to have purchased▇▇▇▇▇ FargoComputershare up to $17,000, as 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.monthly; (iv) Except as provided Fourth, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in subsection 2.1D(ii)respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the obligations of Daily Funding Lender and each other Lender Servicer has been replaced pursuant to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and Section 6.12 such amount shall not be affected by any circumstanceexceed the Capped Servicing Fee; and (B) to the Backup Servicer, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Agentif it has become the Successor Servicer, 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 (e) any other circumstance, 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.Transition Expenses; (v) In Fifth, to the event that all or any portion Lenders, ratably, an amount equal to the sum of any repayment 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 is thereafter recovered by or on behalf of Borrower from Daily Funding Lender (including any such recovery in a proceeding under any applicable bankruptcyeach Lender), insolvency or other similar law now or hereafter in effect) in an amount that is proportionately greater 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 respective Pro Rata Shares outstanding principal amount of Lendersthe Revolving Loans of each Lender), the Additional Principal Payment Amount, until the Aggregate Loan Amount has been reduced to zero; (ix) than 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 recovery 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 other 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, the loss as a payment in reduction of the amount so recovered 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 ratably shared among all 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 (which shall include electronic transmission) that it reasonably believes that at the manner contemplated by subsection 10.5end 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 (or the 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 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 Purchaser, in the Collection Account, the percentage interest representing the Purchased Interest in Collections of Purchased Receivables received on such day. (b) On each Settlement Date, the amounts set aside in the Collection Account in accordance with CLAUSE (a) above shall be withdrawn from the Collection Account to be applied in the following order of priority; (i) Daily Funding Lender will from time to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) on at least one Business Day during each seven calendar-day periodFirst, (bif the Servicer is a party other than Superior, an Originator or an Affiliate thereof) on each date on to pay any accrued and unpaid Servicer Fee which payment of interest on any Revolving Loans is required then due and payable, or to be made pursuant retained in the Collection Account to subsection 2.2Cthe extent of any daily accrued and unpaid amounts of such Servicer Fee which are not then due and payable, (c) on until the Revolving Loan Commitment Termination Datenext relevant payment date therefor, and (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) not to be applied to any of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded.following items; (ii) If a Settlement Notice indicates that Second, to pay accrued and unpaid Yield which is then due and payable, or to be retained in the aggregate principal amount Collection Account to the extent of outstanding Revolving Loans made by Daily Funding Lender (including Revolving Loans made for its own account pursuant any accrued and unpaid amounts of such Yield which are not then due and payable, and not to subsection 2.1C(ii)) is in excess of Daily Funding Lender’s Pro Rata Share be applied to any of the aggregate principal amount of outstanding Revolving Loans made by all Lenders (the amount of such excess being the “Excess Funded Amount”), each other Lender will, not later than 4:00 P.M. (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 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 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.following items; (iii) If a Settlement Notice indicates Third, (to the extent that the aggregate principal amount payment of outstanding Revolving Loans made by Daily Funding Lender such Liquidity Fee does not cause a Coverage Shortfall Event to occur) to pay accrued and unpaid Liquidity Fee which is less than Daily Funding Lender’s Pro Rata Share 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 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 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.following items; (iv) Except as provided in subsection 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 limitationFourth, (ato the extent that the payment of such Supplemental Enhancement Fee does not cause a Coverage Shortfall Event to occur) any set-offto pay accrued and unpaid Supplemental Enhancement Fee which is then due and payable, 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 to be retained in the condition (financial or otherwise) Collection Account to the extent of Borrower or any accrued and unpaid amounts of its Subsidiaries; (d) any breach of this Agreement by Borrowersuch Supplemental Enhancement Fee which are not then due and payable, Agent or any Lender; or (e) any other circumstance, happening, or event whatsoever, whether or and not similar to be applied 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.following items; (v) In Fifth, (to the event 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 repayment of principal 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 Revolving Loans is thereafter recovered by other Transaction Documents, or on behalf to be retained in the Collection Account to the extent of Borrower from Daily Funding Lender (including any accrued and unpaid amounts of such recovery in a proceeding under obligations which are not then due and payable, until the next relevant payment date therefor, and not to be applied to 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.following items;

Settlement Procedures. (a) On each Payment Date, the Collateral Agent 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 amounts to the applicable Person in the following order of priority: (i) Daily Funding Lender will FIRST, to the Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from time to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) 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 prior Payment Date, and (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If a Settlement Notice indicates that SECOND, to 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 Backup Servicer so long as it has not become the aggregate principal amount of outstanding Revolving Loans made by all Lenders (the amount of such excess being the “Excess Funded Amount”), each other Lender will, not later than 4:00 P.M. (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 OfficeServicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Lender’s Adjusted Pro Rata Share of Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Excess Funded Amount, upon which payment Daily Funding Lender shall be deemed to have soldBackup Servicer, and such Lender shall be deemed to have purchased, as of any accrued and unpaid Indemnified Amounts owed by 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject Borrower to the condition that at the time such 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.Backup Servicer up to $17,000, monthly; (iii) If a Settlement Notice indicates that THIRD, (A) to 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 LenderServicer, 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, any accrued and Daily Funding Lender shall be deemed to have purchased, as of the applicable Settlement Date, a portion of the outstanding Revolving Loans unpaid Servicing Fees due in respect of such Lender equal 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 Lender’s Adjusted Pro Rata Share of amount shall not exceed the Excess Paydown Amount.Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (iv) Except as provided in subsection 2.1D(ii)FOURTH, to 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, (a) any set-off, counterclaim, recoupment, defense or other right which Deal 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 (e) any other circumstance, happening, or event whatsoever, whether or not similar to any account of the foregoing. In the event that any Person (the “Payor”) obligated Lenders, an amount equal 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 any accrued and unpaid (A) Yield and Breakage Costs, (B) the Base Rate plus 1.50% per annum.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) In FIFTH, during the event that all or 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 portion 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 repayment 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 principal which is to be chosen by the Borrower, the Collateral Agent shall, upon two Business Days' prior written request of the Revolving Loans is thereafter recovered 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 or on behalf the Deal Agent to the Lenders, pro rata, as a payment in reduction of Borrower from Daily Funding Lender (including Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Collateral Agent shall not be required to effect any such recovery 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 a proceeding under 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 (xi). (c) (i) If on any applicable bankruptcy, insolvency or other similar law now or hereafter in effectPayment Date the amount paid pursuant to Section 2.7(a)(iv) in 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 that is proportionately greater (based on equal to the respective Pro Rata Shares lesser of Lenders) than any such recovery from the other Lenders, the loss of shortfall and the amount so recovered shall be ratably shared among all Lenders of funds on deposit in the manner contemplated by subsection 10.5Reserve 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) On each Payment Date, the Borrower (or at all times after the occurrence and continuance of a Termination Event, the Collateral Agent) shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.6(c)) 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 in the following order of priority: (i) Daily Funding Lender will from time FIRST, to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) 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 (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If 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”), each other Lender will, not later than 4:00 P.M. (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 OfficeHedge Counterparty, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Lender’s Adjusted Pro Rata Share Hedge Costs (exclusive of the Excess Funded Amounttermination payments) unpaid from any prior Payment Date; (ii) SECOND, upon which payment Daily Funding Lender shall be deemed to have sold, and 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.[Reserved]; (iii) If a Settlement Notice indicates that THIRD, to the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender’s Pro Rata Share of Backup Servicer so long as it has not become 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 LenderServicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Lender’s Adjusted Pro Rata Share of Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Excess Paydown Amount, upon which payment such Lender shall be deemed to have soldBackup Servicer, and Daily Funding Lender shall be deemed any accrued and unpaid Indemnified Amounts owed by the Borrower to have purchased▇▇▇▇▇ Fargo up to $17,000, as 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.monthly; (iv) Except as provided FOURTH, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in subsection 2.1D(ii)respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the obligations of Daily Funding Lender and each other Lender Servicer has been replaced pursuant to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and Section 6.12 such amount shall not be affected by any circumstanceexceed the Capped Servicing Fee; and (B) to the Backup Servicer, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Agentif it has become the Successor Servicer, 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 (e) any other circumstance, 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.Transition Expenses; (v) In FIFTH, to the event that all or any portion Lenders, ratably, an amount equal to the sum of any repayment 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 is thereafter recovered by or on behalf of Borrower from Daily Funding Lender (including any such recovery in a proceeding under any applicable bankruptcyeach Lender), insolvency or other similar law now or hereafter in effect) in an amount that is proportionately greater 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 respective Pro Rata Shares outstanding principal amount of Lendersthe Revolving Loans of each Lender), the Additional Principal Payment Amount, until the Aggregate Loan Amount has been reduced to zero; (ix) than 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 recovery 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 other 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, the loss as a payment in reduction of the amount so recovered 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 ratably shared among all 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 (which shall include electronic transmission) that it reasonably believes that at the manner contemplated by subsection 10.5end 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 (or the 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) As set forth in the Monthly Report, on each Payment Date, the Borrower (or the Servicer on its behalf), or following its assumption of exclusive control of the Collection Account, the Collateral Agent, 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 amounts to the applicable Person or account in the following order of priority: (i) Daily Funding Lender will from time FIRST, pari passu (A) to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) 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 (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If 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”), each other Lender will, not later than 4:00 P.M. (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 OfficeHedge Counterparty, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Lender’s Adjusted Pro Rata Share Hedge Costs (exclusive of termination payments) unpaid from any prior Payment Date and (B) to each Account Bank, the Excess Funded Amountamount of any fees, upon which payment Daily Funding Lender shall be deemed costs or expenses payable to have sold, and such Lender shall be deemed Account Bank by the Borrower in connection with maintaining the related Controlled Account pursuant to have purchased, as the terms 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject Control Agreement to the condition that at extent such Account Bank has not previously debited or otherwise paid itself such fees, costs or expenses from the time such Revolving Loan was made by Daily Funding Lender (a) related Controlled Account in accordance with 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.applicable Control Agreement; (iiiii) If a Settlement Notice indicates that SECOND, pari passu (A) to 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 LenderServicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Lender’s Adjusted Pro Rata Share 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; and (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 and documented out-of-pocket expenses incurred by the Excess Paydown Amount, upon which payment such Lender shall be deemed to have soldBackup Servicer, and Daily Funding Lender any accrued and unpaid Indemnified Amounts owed by the Borrower to the Backup Servicer up to $17,000 monthly (provided, however, that no such monthly limit shall exist if a Servicer Termination Event shall have occurred and be deemed continuing); (iii) THIRD, to have purchasedthe Lenders, as of the applicable Settlement Datepro rata, a portion of the outstanding Revolving Loans of such Lender an amount equal to the sum of any accrued and unpaid (A) Interest (after giving effect to any Interest True-Up Amounts for such Lender’s Adjusted Pro Rata Share of the Excess Paydown Amount.Payment Date in accordance with Section 2.4(b)) and (B) Yield; (iv) Except as provided in subsection 2.1D(ii)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 obligations of Daily Funding Lender amount needed to cause (I) the Collateral Amount to equal or exceed the Minimum Collateral Amount and each other Lender pursuant (II) the Forecasted Collections to subsections 2.1D(ii) equal or exceed the Minimum Forecasted Collections Amount, and 2.1D(iii) shall be absolute and unconditional and shall if the Minimum Collateral Amount cannot be affected reached due to an insufficient amount of Loans for purchase by any circumstancethe Borrower, including, without limitation, the amount needed to cause (a) 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; (b1) the occurrence Adjusted Collateral Amount to equal or continuance of an Event of Default exceed the Minimum Collateral Amount and (2) the Adjusted Forecasted Collections to equal or a Potential Event of Default; (c) any adverse change in exceed the condition (financial or otherwise) of Borrower or any of its Subsidiaries; (d) any breach of this Agreement by Borrower, Agent or any LenderMinimum Forecasted Collections Amount; or (ey) any other circumstanceduring the Amortization Period, happeningto the Lenders, or event whatsoeverpro rata, whether or not similar the Principal Distributable Amount, until Capital has been reduced to zero, and (B) to the Hedge Counterparty, an amount equal to any of the foregoing. In the event that accrued and unpaid Hedge Costs constituting termination payments (including any Person (the “Payor”) obligated to make a payment to such amounts unpaid from 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.prior Payment Date); (v) In FIFTH, to any Successor Servicer, an amount equal to Reliening Expenses; (vi) SIXTH, to the event that all or 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 repayment 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; (x) TENTH, to the Lenders for the account of principal 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 Revolving Loans is thereafter recovered by or on behalf of Borrower Reserve Account, the Collateral Agent, shall withdraw 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 the Reserve Account an amount that is proportionately greater equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (based 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 respective Pro Rata Shares of Lenders) than any such recovery from the other LendersReserve Account, the loss of Collateral Agent, shall pay such amount to the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by subsection 10.5Lenders.

Settlement Procedures. (a) On each Payment Date, the Collateral Agent 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 amounts to the applicable Person in the following order of priority: (i) Daily Funding Lender will FIRST, to the Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from time any prior Payment Date. (ii) SECOND, to time notify the other 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 the Backup Servicer up to $17,000, monthly; (iii) THIRD, (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 later 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 12:00 Noon Capital) until paid in full; (New York timexii) (a) on at least one Business Day during each seven calendar-day periodTWELFTH, 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 each deposit therein on the date on which 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 a payment in reduction of interest on any Revolving Loans is 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 (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 made greater than the amount needed to make the payments required pursuant to subsection 2.2C, Section 2.7(a)(i) through (xi). (c) (i) If on any Payment Date the Revolving Loan Commitment Termination Date, amount paid pursuant to Section 2.7(a)(iv) and (dvii) at is insufficient to cover all amounts due thereunder on such other times as Daily Funding Lender in its discretion may determine (each Payment Date the Collateral Agent shall withdraw from the Reserve Account an amount equal to the lesser of such notice by Daily Funding Lender being a “Settlement Notice” shortfall and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans 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 purposes of calculating any Excess Funded Amount pursuant payment to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excludedthe Lenders. (ii) If a Settlement Notice indicates that on any Payment Date during the aggregate principal Amortization Period, the amount of outstanding Revolving Loans made by Daily Funding Lender (including Revolving Loans made for its own account paid pursuant to subsection 2.1C(ii)Section 2.7(a)(vii) 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”), each other Lender will, not later than 4:00 P.M. (New York time) on the applicable Settlement Date, pay insufficient 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 equal reduce Capital 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 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect. (iii) If 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 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 subsection 2.1D(ii)zero, 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, (a) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Deal Agent, in its sole discretion, may direct the Collateral Agent to withdraw 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 (e) any other circumstance, 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 on deposit in the manner contemplated by subsection 10.5Reserve Account, and pay such amount to the Deal Agent, for payment to the Lenders.

Settlement Procedures. No later than 11:00 a.m. (New York City time) (x) on each Payment Date and (y) solely with respect to the payment of Supplemental Fees pursuant to clause (a)(ii) below, on the 15th calendar day of each calendar month (or if such date is not a Business Day the immediately succeeding Business Day) beginning on August 16, 2021 and ending on July 15, 2022 (each, a “Supplemental Fee Payment Date”), the Paying Agent shall, from the Collection Account, to the extent of available funds (such 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) Daily Funding Lender will from time to time notify the other LendersFirst, not later than 12:00 Noon (New York time) (a) on at least one Business Day during each seven calendar-day periodratably, (bA) on each date on which to the Bank Parties in an amount equal to any accrued and unpaid Bank Fees and Expenses, if any, for the payment of interest on any Revolving Loans is required thereof in an aggregate amount not to be made pursuant to subsection 2.2C, (c) on exceed the Revolving Loan Commitment Termination DateBank Fees and Expenses and the Administrative Expense Cap, and (dB) at such other times as Daily Funding Lender to the Administrative Agent, in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” an amount equal to any accrued and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender unpaid Administrative Agent Fee and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded.Administrative Expenses; (ii) If a Settlement Notice indicates that Second, to the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender (including Revolving Loans made Administrative Agent for its own account pursuant payment to subsection 2.1C(ii)) is in excess of Daily Funding Lender’s Pro Rata Share each Managing Agent, on behalf of the aggregate principal related Lenders, and the Swingline Lender in an amount equal to any accrued and unpaid Interest, Unused Fee that is due on such Payment Date and any accrued and unpaid Supplemental Fee that is due on such Supplemental Fee Payment Date; (iii) Third, first, to the Administrative Agent for payment to each Managing Agent, on behalf of outstanding Revolving Loans made by all Lenders (the amount of such excess being the “Excess Funded Amount”), each other Lender will, not later than 4:00 P.M. (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 Officerelated 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 Lender’s Adjusted Pro Rata Share Non-Renewing Lenders only, pro rata in accordance with their Advances Outstanding; (iv) Fourth, to the Administrative Agent for payment to each Managing Agent, on behalf of the Excess Funded Amountrelated Lenders, upon which payment Daily Funding Lender shall be deemed to have soldin the amount of Increased Costs, and such Lender shall be deemed to have purchasedand/or Taxes (if any); (v) Fifth, 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject to the condition that at Administrative Agent, all other amounts or Obligations then due under this Agreement or the time such Revolving Loan was made by Daily Funding Lender (a) other Transaction Documents to the duly authorized officer of Daily Funding Lender responsible Administrative Agent, the Lenders, the Affected Parties or Indemnified Parties, each for the administration of Daily Funding Lender’s credit relationship with Borrower believed in good faith that either payment thereof; (Xvi) no Event of Default had occurred and was continuing 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 (Yvii) any Event of Default that had occurred and was continuing had been waived by Requisite Lenders at Seventh, all remaining amounts to the time such Revolving Loan was made or Borrower. (b) a Daily Funding Lender Discretionary Period was in effect.During the Amortization Period, to the extent of Available Collections: (iiii) If a Settlement Notice indicates that First, ratably, (A) to 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 Bank Parties in the account specified by such Lender to Daily Funding Lender, an amount equal to such Lender’s Adjusted Pro Rata Share of any accrued and unpaid Bank Fees and Expenses, if any, for the Excess Paydown Amountpayment thereof in an aggregate amount not to exceed the Bank Fees and Expenses and the Administrative Expense Cap, upon which payment such Lender shall be deemed to provided, that if the Advances have sold, and Daily Funding Lender shall be deemed to have purchased, as 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 subsection 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, (a) 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) been accelerated following the occurrence or and during the continuance of an Event of Default or a Potential Event Default, and the sale of Default; the Collateral has commenced in connection therewith, such limitations specified therein shall not be given any effect, and (cB) any adverse change to the Administrative Agent, 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 (e) any other circumstance, happening, or event whatsoever, whether or not similar an amount equal to any of accrued and unpaid Administrative Agent Fee and Administrative Expenses; (ii) Second, to the foregoing. In the event that any Person (the “Payor”) obligated to make a Administrative Agent for 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 Payoreach Managing Agent, 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 the related Lenders, and the Swingline 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 equal to any accrued and unpaid Interest for 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.Payment Date;

Settlement Procedures. (a) On each Payment Date, the Servicer on behalf of the Borrower shall pay to the following Persons, from (i) Daily Funding Lender will from time the Collection Account, to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) on at least one Business Day during each seven calendar-day periodextent of available funds, (bii) 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 DateServicer Advances, and (diii) at amounts received in respect of any Hedge Agreement during such other times as Daily Funding Lender Collection Period (the sum of such amounts described in its discretion may determine clauses (i), (ii) and (iii) being the "Available Collections") the following amounts in the following order of priority: (i) FIRST, to each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) belowHedge Counterparty, any Foreign Currency Loan shall be excluded.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 thereof; (ii) If a Settlement Notice indicates that SECOND, to 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 Servicer, 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”), each other Lender will, not later than 4:00 P.M. (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 equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amountany Unreimbursed Servicer Advances, upon which payment Daily Funding Lender shall be deemed to have sold, and 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.payment thereof; (iii) If a Settlement Notice indicates that THIRD, to 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”)Servicer, 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 its accrued and unpaid Servicing Fees to the end of the Excess Paydown 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, upon which then the Borrower shall remit to the Deal Agent a payment in such Lender shall amount as may be deemed necessary to have sold, and Daily Funding Lender shall be deemed reduce the Advances Outstanding to have purchased, as of the applicable Settlement Date, a portion of the outstanding Revolving Loans of such Lender an amount less than or equal to such Lender’s Adjusted Pro Rata Share the lesser of (i) the Excess Paydown Borrowing Base or (ii) the Facility Amount. (ivx) Except as provided in subsection 2.1D(ii)TENTH, to the Deal Agent, all other amounts (other than Advances Outstanding) then due under this Agreement to the Deal Agent, the obligations of Daily Funding Lender Lenders, the Affected Parties or Indemnified Parties; (xi) ELEVENTH, to the extent not paid by the Servicer, to the Backup Servicer, to the Collateral Custodian, 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, (a) 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 (e) any other circumstance, 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 PayorSuccessor Servicer, 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 bankruptcyas applicable, insolvency or other similar law now or hereafter in effect) 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 is proportionately greater funds are available, any remaining amounts may be reinvested in Eligible Loans; (based on xiii) THIRTEENTH, (A) if such Payment Date occurs during the respective Pro Rata Shares of Lenders) than Revolving Period, first to the Excess Spread Account, in an amount necessary to cure any such recovery from the other Lenders, the loss of the amount so recovered shall be ratably shared among all Lenders shortfall in the manner contemplated by subsection 10.5Required 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. No later than 11:00 a.m. (New York City time) (x) on each Payment Date and (y) solely with respect to the payment of Supplemental Fees pursuant to clause (a)(ii) below, on the 15th calendar day of each calendar month (or if such date is not a Business Day the immediately succeeding Business Day) beginning on August 16, 2021 and ending on July 15, 2022 (each, a “Supplemental Fee Payment Date”), the Paying Agent shall, from the Collection Account, to the extent of available funds (such 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) Daily Funding Lender will from time to time notify the other LendersFirst, not later than 12:00 Noon (New York time) (a) on at least one Business Day during each seven calendar-day periodratably, (bA) on each date on which to the Bank Parties in an amount equal to any accrued and unpaid Bank Fees and Expenses, if any, for the payment of interest on any Revolving Loans is required thereof in an aggregate amount not to be made pursuant to subsection 2.2C, (c) on exceed the Revolving Loan Commitment Termination DateBank Fees and Expenses and the Administrative Expense Cap, and (dB) at such other times as Daily Funding Lender to the Administrative Agent, in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” an amount equal to any accrued and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender unpaid Administrative Agent Fee and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded.Administrative Expenses; (ii) If a Settlement Notice indicates that Second, to the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender (including Revolving Loans made Administrative Agent for its own account pursuant payment to subsection 2.1C(ii)) is in excess of Daily Funding Lender’s Pro Rata Share each Managing Agent, on behalf of the aggregate principal related Lenders, in an amount equal to any accrued and unpaid Interest, Unused Fee that is due on such Payment Date and any accrued and unpaid Supplemental Fee that is due on such Supplemental Fee Payment Date; (iii) Third, first, to the Administrative Agent for payment to each Managing Agent, on behalf of outstanding Revolving Loans made by all Lenders (the amount of such excess being the “Excess Funded Amount”), each other Lender will, not later than 4:00 P.M. (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 Officerelated 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 Lender’s Adjusted Pro Rata Share Non-Renewing Lenders only, pro rata in accordance with their Advances Outstanding; (iv) Fourth, to the Administrative Agent for payment to each Managing Agent, on behalf of the Excess Funded Amountrelated Lenders, upon which payment Daily Funding Lender shall be deemed to have soldin the amount of Increased Costs, and such Lender shall be deemed to have purchasedand/or Taxes (if any); (v) Fifth, 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject to the condition that at Administrative Agent, all other amounts or Obligations then due under this Agreement or the time such Revolving Loan was made by Daily Funding Lender (a) other Transaction Documents to the duly authorized officer of Daily Funding Lender responsible Administrative Agent, the Lenders, the Affected Parties or Indemnified Parties, each for the administration of Daily Funding Lender’s credit relationship with Borrower believed in good faith that either payment thereof; (Xvi) no Event of Default had occurred and was continuing 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 (Yvii) any Event of Default that had occurred and was continuing had been waived by Requisite Lenders at Seventh, all remaining amounts to the time such Revolving Loan was made or Borrower. (b) a Daily Funding Lender Discretionary Period was in effect.During the Amortization Period, to the extent of Available Collections: (iiii) If a Settlement Notice indicates that First, ratably, (A) to 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 Bank Parties in the account specified by such Lender to Daily Funding Lender, an amount equal to such Lender’s Adjusted Pro Rata Share of any accrued and unpaid Bank Fees and Expenses, if any, for the Excess Paydown Amountpayment thereof in an aggregate amount not to exceed the Bank Fees and Expenses and the Administrative Expense Cap, upon which payment such Lender shall be deemed to provided, that if the Advances have sold, and Daily Funding Lender shall be deemed to have purchased, as 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 subsection 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, (a) 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) been accelerated following the occurrence or and during the continuance of an Event of Default or a Potential Event Default, and the sale of Default; the Collateral has commenced in connection therewith, such limitations specified therein shall not be given any effect, and (cB) to the Administrative Agent, in an amount equal to any adverse change 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 condition (financial or otherwise) Administrative Agent for ratable payment to each Managing Agent, on behalf of Borrower or any of its Subsidiaries; (d) any breach of this Agreement by Borrowerthe related Lenders, Agent or any Lender; or (e) in an amount to reduce Advances Outstanding to zero and to pay any other circumstanceObligations in full; (iv) Fourth, happeningto the Administrative Agent for payment to each Managing Agent, or event whatsoever, whether or not similar to any on behalf 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 related Lenders, in 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.Increased Costs and/or Taxes (if any); (v) In Fifth, to the event that Administrative Agent, all other amounts or any portion of any repayment of principal of the Revolving Loans is thereafter recovered by Obligations then due under this Agreement 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 Transaction Documents to the Administrative Agent, the Lenders, the loss of Affected Parties or Indemnified Parties, each for the amount so recovered shall be ratably shared among payment thereof; (vi) Sixth, to the Bank Parties, all Lenders in other amounts then due under this Agreement or the manner contemplated by subsection 10.5other Transaction Documents to the Bank Parties, for the payment thereof; and (vii) Seventh, all remaining amounts to the Borrower.

Settlement Procedures. (a) Any Collections of Purchased Receivables received (or deemed to have been received) by the Seller shall be remitted directly to EagleFunding by depositing such Collections in the Lock-Box Account within one Business Day of Seller's receipt (or deemed receipt) thereof. On each Payment Date, the Seller shall pay to EagleFunding Yield on all outstanding Capital the Purchase Period for which ends on such date. (b) On each Settlement Date to occur prior to the Designated Termination Date, the Seller shall either: (i) Daily Funding Lender will from at any time prior to time notify the occurrence of the Termination Date (other Lendersthan the Designated Termination Date), not later than 12:00 Noon (New York time) (a) on at least one Business Day during each seven calendar-day periodsell additional Receivables hereunder in accordance with the procedures and subject to the conditions set forth in Section 2.01 such that, (b) on each date on immediately following such Receivables Purchase, the Capital Limit equals or exceeds outstanding Capital, in which payment event the Deal Agent shall, subject to the order of interest on any Revolving Loans is required to be made priority set forth in Section 6.11(b), remit the Collections so set aside pursuant to subsection 2.2C, (c) on Section 6.11 to the Revolving Loan Commitment Termination Date, and (d) at such other times as Daily Funding Lender Seller in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) consideration of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans purchase price for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded.such Receivables Purchase; or (ii) If a Settlement Notice indicates that out of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender (including Revolving Loans made for its own account Collections set aside pursuant to subsection 2.1C(ii)) is Section 6.11, direct the Deal Agent to remit, subject to the order of priority set forth in excess of Daily Funding Lender’s Pro Rata Share of the aggregate principal amount of outstanding Revolving Loans made by all Lenders (the Section 6.11, an amount of such excess being Collections to be applied toward the “Excess Funded Amount”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 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 adjustment made or performed by the Seller or any other Person (including, without limitation, those described in the definition of "Dilution Factors"), each or (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 Lender will, not later than 4:00 P.M. Person (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 equal to whether such Lender’s Adjusted Pro Rata Share claim arises out of the Excess Funded Amountsame or a related transaction or an unrelated transaction), upon which payment Daily Funding Lender the Seller shall be deemed to have soldreceived on such day a Collection of such Purchased Receivable in the amount of such reduction, and such Lender 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 purchasedreceived on such day a Collection of such Purchased Receivable: (x) if such representation, as of warranty or covenant relates to 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion non-existence of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject to Adverse Claims, the condition that at the time such 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect. (iii) If 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 Seller shall be deemed to have soldreceived a Collection of such Purchased Receivable in the dollar amount 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, and Daily Funding Lender shall then the Seller be deemed to have purchased, as of the applicable Settlement Date, received a portion of the outstanding Revolving Loans Collection of such Lender Purchased Receivable in an amount equal to the Outstanding Balance thereof. To the extent that any such Lender’s Adjusted Pro Rata Share deemed Collection reduces the Outstanding Balance of such Purchased Receivable to zero, then, upon the Excess Paydown AmountSeller'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. (ive) Except as provided in subsection 2.1D(ii)Although the Originator, the obligations of Daily Funding Lender Seller and each other Lender pursuant EagleFunding agree that the Originator shall have no right to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and shall not be affected by any circumstanceso terminate, including, without limitation, (a) 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 (e) any other circumstance, happening, or event whatsoever, whether reject or not similar to any of assume a Contract, if the foregoing. In Originator in its capacity as Servicer (or its successor in interest, including a trustee appointed under the event that any Person (the “Payor”Bankruptcy Code) obligated to make terminates, rejects or does not assume 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 PayorContract, 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 in whole 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 bankruptcypart, 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.prior

Settlement Procedures. Settlement Procedures with regard to each Book-Entry Note sold by the For Issuer through an Agent as agent, shall be as follows: For each offer accepted by the Issuer, the Presenting Agent shall communicate to the Issuer, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, CFO (iFax No.: ▇▇▇-▇▇▇-▇▇▇▇), who will provide a copy to the Trustee, Attention: ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇ (Fax No.: (▇▇▇) Daily Funding Lender will from time ▇▇▇-▇▇▇▇) and the Designated Agent, if any, by facsimile transmission or other acceptable means, the information set forth below: · Principal amount. · Maturity Date of Notes. · In the case of a Fixed Rate Book-Entry Note, the interest rate or, in the case of a Floating Rate Book-Entry Note, the Interest Rate Formula, the Initial Interest Rate (if known at such time), Index Maturity, Interest Reset Period, Interest Reset Dates, Spread or Spread Multiplier (if any), Minimum Interest Rate (if any) and Maximum Interest Rate (if any). · Interest Payment Period and Interest Payment Dates. · Redemption provisions, if any. · Repayment provisions, if any. · Settlement date (Original Issue Date). · Price to time notify public of the other Lenders, not later than 12:00 Noon Note (New York time) expressed as a percentage). · Agent’s commission (a) 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 paid in the form of a discount from the proceeds remitted to subsection 2.2Cthe Issuer upon settlement). · Original issue discount provisions if any. · In the case of Currency Indexed Notes, (c) on the Revolving Loan Commitment Termination Dateabove-listed information, as applicable, and (d) at such other times the Base Exchange Rate(s), Base Interest Rate and Indexed Currencies. · In the case of Dual Currency Notes, the above-listed information, as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” applicable, and the Optional Payment Currency, Designated Exchange Rate and Optional Election Dates. Net proceeds to the Issuer. The Trustee will confirm the information set forth in Settlement Procedure “A” above by telephone with such Agent and the Issuer. The Trustee will assign a CUSIP number to the Global Note representing such Note and will telephone the Issuer and advise the Issuer of such CUSIP number. The Trustee will enter a pending deposit message through DTC’s Participant Terminal System, providing the following settlement information to DTC (which shall route such information to Standard & Poor’s Ratings Services) and the Presenting Agent: · The applicable information set forth in Settlement Procedure “A”. · Identification as a Fixed Rate Book-Entry Note or a Floating Rate Book-Entry Note. · Initial Interest Payment Date for such Note, number of days by which such date succeeds the related DTC Record Date (which, in the case of each Settlement Notice being a “Settlement Date”) of Floating Rate Notes which reset daily or weekly shall be the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day date five calendar days immediately preceding the applicable Settlement Date. In determining Interest Payment Date and in the case of all other Notes shall be the Regular Record Date as defined in the Note), the amount of outstanding Revolving Loans for purposes interest payable on such Interest Payment Date per $1,000 principal amount of calculating Notes at Maturity, and amount of interest payable per $1,000 principal amount of Notes in the case of Fixed Rate Notes. · CUSIP number of the Global Note representing such Note. · Whether such Global Note will represent any Excess Funded Amount pursuant other Book-Entry Note (to subsection 2.1D(iithe extent known at such time). To the extent the Issuer has not already done so, the Issuer will deliver to the Trustee a Pricing Supplement in a form that has been approved by the Issuer and the Agents. The Issuer will also deliver to the Trustee a Global Note representing such Note. The Trustee will complete and authenticate the Global Note representing such Note. DTC will credit such Note to the Trustee’s participant account at DTC. The Trustee will enter an SDFS deliver order through DTC’s Participant Terminal System instructing DTC to (i) below or any Excess Paydown Amount pursuant debit such Note to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. the Trustee’s participant account and credit such Note to such Agent’s participant account and (ii) If a Settlement Notice indicates that debit such Agent’s settlement account and credit the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender (including Revolving Loans made Trustee’s settlement account 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”), each other Lender will, not later than 4:00 P.M. (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 equal to the price of such LenderNote less such Agent’s Adjusted Pro Rata Share commission. The entry of such a deliver order shall constitute a representation and warranty by the Trustee to DTC that (i) the Global Note representing such Book-Entry Note has been executed, delivered and authenticated and (ii) the Trustee is holding such Global Note pursuant to the relevant Medium-Term Note Certificate Agreement between the Trustee and DTC. An Agent will enter an SDFS deliver order through DTC’s Participant Terminal System instructing DTC (i) to debit such Note to such Agent’s participant account and credit such Note to the participant accounts of the Excess Funded Amount, upon which payment Daily Funding Lender shall be deemed to have sold, and 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 Settlement Date equal Participants with respect to such Lender’s Adjusted Pro Rata Share of Note and (ii) to debit the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect. (iii) If 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 settlement accounts of such difference being Participants and credit 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 settlement account specified by of such Lender to Daily Funding Lender, Agent for an amount equal to the price of such Lender’s Adjusted Pro Rata Share Note. Transfers of funds in accordance with SDFS deliver orders described in Settlement Procedures “G” and “H” will be settled in accordance with SDFS operating procedures in effect on the settlement date. The Trustee, upon confirming receipt of such funds in accordance with Settlement Procedure “G,” will wire transfer to the following account of the Excess Paydown AmountIssuer: Bank of America ▇▇▇ ▇ ▇▇▇▇▇ ▇▇ Charlotte, upon which payment such Lender shall be deemed NC ABA Number: ▇▇▇▇▇▇▇▇▇ Account Name: AvalonBay Communities, Inc. Account Number: 3752291106 in funds available for immediate use, the amount transferred to have sold, and Daily Funding Lender shall be deemed to have purchased, as of the applicable Trustee in accordance with Settlement Date, a portion of Procedure “G.” An Agent will confirm the outstanding Revolving Loans purchase of such Lender equal Note to the purchaser either by transmitting to the Participants with respect to such LenderNote a confirmation order or orders through DTC’s Adjusted Pro Rata Share of the Excess Paydown Amountinstitutional delivery system or by mailing a written confirmation to such purchaser. (iv) Except as provided in subsection 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, (a) 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 (e) any other circumstance, 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) On each Payment Date, so long as 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 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 such Reporting Date Report) to the following Persons, the following amounts in the following order of priority: (1) 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 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) Daily Funding Lender will from 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 time notify the other LendersAdministrative Agent, not later than 12:00 Noon in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents; (New York time5) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) on at least one Business Day during each seven calendar-day periodany accrued and unpaid Interest with respect to Advances made by such Lender, (b) on each date on which payment of interest on any Revolving Loans is required accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be made pursuant to subsection 2.2C, allocated based on the unused Commitment of each Lender) and (c) on any accrued and unpaid Breakage Costs; (6) to the Revolving Loan Commitment Termination DateHedge 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; (d7) at such 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 times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” Administrative Expenses of the Administrative Agent and the date of Lenders; (9) to the Administrative Agent to be distributed pro rata to each Settlement Notice being Lender, if a “Settlement Date”) of Borrowing Base Deficiency exists, an amount necessary to reduce the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining Borrowing Base Deficiency to zero, pro rata in accordance with the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded.Advances Outstanding hereunder; (ii) If 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”), each other Lender will, not later than 4:00 P.M. (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 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 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 Daily Funding Lender (a) during the duly authorized officer of Daily Funding Lender responsible for Revolving Period, to fund the administration of Daily Funding Lender’s credit relationship with Borrower believed Unfunded Exposure Account 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 waived by Requisite Lenders at an amount necessary to cause all amounts in the time such Revolving Loan was made Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (b) a Daily Funding Lender Discretionary Period was after the Revolving Period, to fund the Unfunded Exposure Account in effect.an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; [Investcorp] Loan and Security Agreement (iii11) If a Settlement Notice indicates that to the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender’s Pro Rata Share of Administrative Agent to be distributed to the aggregate principal amount of outstanding Revolving Loans made by all Lenders (the amount of such difference being the “Excess Paydown Amount”)Administrative Agent, Daily Funding Lender will, no later than 4:00 P.M. (New York time) on the any applicable Settlement Date, unconditionally pay to each other Lender, by depositing same day funds in the account specified by such Lender to Daily Funding LenderCollateral Custodian and the Securities Intermediary, an amount equal to such Lender’s Adjusted Pro Rata Share of the Excess Paydown AmountIndemnified Parties, upon which payment such Lender shall be deemed to have sold, and Daily Funding Lender shall be deemed to have purchasedor the Secured Parties, as of the applicable Settlement Dateapplicable, 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 subsection 2.1D(ii), the obligations of Daily Funding Lender all other amounts then due 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 circumstanceowing, 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 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 payable 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), 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, in an amount equal to (a) any set-offaccrued and unpaid Interest with respect to Advances made by such ▇▇▇▇▇▇, 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) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the occurrence or continuance unused Commitment of an Event of Default or a Potential Event of Default; each Lender) and (c) any adverse change in accrued and unpaid Breakage Costs; (6) to the condition (financial or otherwise) of Borrower or any of its Subsidiaries; (d) any breach of this Agreement by Borrowerextent not paid pursuant to Section 2.7(a), Agent or any Lender; or (e) to the Hedge Counterparty, any other circumstance, 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 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 recovery in a proceeding under any applicable bankruptcyHedging Agreement; [Investcorp] Loan and Security Agreement (7) to the extent not paid pursuant to Section 2.7(a), insolvency or other similar law now or hereafter in effect) to the Administrative Agent to be distributed pro rata to each Lender, in an amount that is proportionately greater (based on equal to if the respective Pro Rata Shares of Lenders) than any such recovery from the other LendersFacility Amount has been terminated in whole pursuant to Section 2.3(c), the loss 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 so recovered shall be ratably shared among necessary to cause all Lenders amounts in the manner contemplated by subsection 10.5.Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or

Settlement Procedures. (a) On each Payment Date, the Collateral Agent 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 amounts to the applicable Person in the following order of priority: (i) Daily Funding Lender will from time FIRST, to time notify the other 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 related Collection Period; (ii) SECOND, to the Deal Agent for the account of the Lenders, not later than 12:00 Noon an amount equal to the sum of any accrued and unpaid (New York timeA) Yield and Breakage Costs, (aB) all Program Fees, and (C) all Facility Fees, due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (iii) THIRD, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on at least one Business Day during each seven calendar-day perioddeposit 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) on each date on which payment of interest [Reserved.] (i) If on any Revolving Loans is required to be made Payment Date the amounts allocable pursuant to subsection 2.2C, Sections 2.7(a)(i) and (cii) are insufficient to cover all amounts due thereunder on the Revolving Loan Commitment Termination such Payment Date, the Collateral Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans 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 to the Deal Agent for purposes of calculating any Excess Funded Amount pursuant payment to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) belowthe Lenders, any Foreign Currency Loan shall be excludedas applicable. (ii) If a Settlement Notice indicates that on any Payment Date during the aggregate principal Amortization Period, the amount of outstanding Revolving Loans made by Daily Funding Lender (including Revolving Loans made for its own account paid pursuant to subsection 2.1C(ii)Section 2.7(a)(iii) 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”), each other Lender will, not later than 4:00 P.M. (New York time) on the applicable Settlement Date, pay insufficient 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 equal reduce Aggregate Unpaids 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 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect. (iii) If 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 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 subsection 2.1D(ii)zero, 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, (a) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Deal Agent, in its sole discretion, may direct the Collateral Agent to withdraw 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 (e) any other circumstance, 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 on deposit in the manner contemplated by subsection 10.5Reserve 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. (New York City time), the Paying Agent shall disburse amounts on deposit in the Collection Account in accordance with the Monthly 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, Interest Collections on deposit in the Interest Collection Subaccount, will be applied in the following order of priority: (i) Daily Funding Lender will from time to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) on at least one Business Day during each seven calendar-day periodFirst, (b1) first, pro rata, to the Servicer (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 (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) behalf of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of Borrower) for the close of business on payment to the Business Day immediately preceding the applicable Settlement Date. In determining appropriate taxing authorities, the amount of outstanding Revolving Loans taxes and governmental fees owed by the Borrower, (2) second, to pay to the Collateral Custodian, the Paying Agent and the Administrative Agent any Administrative Expenses payable on such Payment Date, provided that the amount applied under this clause (a)(i)(2) for purposes such Payment Date shall not exceed the Administrative Expense Cap applicable to such Payment Date; and (3) third, to pay all reasonable out-of-pocket costs and expenses of calculating any Excess Funded Amount pursuant to subsection 2.1D(iithe Servicer or BCA incurred on behalf of the Borrower; provided that the amount applied under this clause (a)(i)(3) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan for such Payment Date shall be excluded.not exceed $50,000; (ii) If a Settlement Notice indicates that Second, to 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 Servicer, 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”), each other Lender will, not later than 4:00 P.M. (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 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, any accrued and 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 unpaid Senior Servicing Fees unless otherwise waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.Servicer; (iii) If 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 Third, to each Managing Agent, on behalf of the aggregate principal amount of outstanding Revolving Loans made by all Lenders (the amount of such difference being the “Excess Paydown Amount”)related Lenders, 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 (1) any accrued and unpaid Interest for such Lender’s Adjusted Pro Rata Share Payment Date, (2) the Unused Commitment Fee and (3) the Minimum Utilization Fee, pro rata, on the basis 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 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.amount owed; (iv) Except as provided in subsection 2.1D(ii)Fourth, the obligations of Daily Funding Lender and to 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, (a) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Managing 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 (e) any other circumstance, happening, or event whatsoever, whether or not similar to any on behalf of the foregoing. In related Lenders, pro rata, to pay the event that any Person (Advances Outstanding in an amount necessary to satisfy 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 Borrowing Base Rate plus 1.50% per annum.Test; (v) In the event that all or any portion of any repayment of principal of the Revolving Loans is thereafter recovered by or Fifth, to each Managing Agent, on behalf of Borrower from Daily Funding Lender the related Lenders, pro rata, to pay the Advances Outstanding to the extent required to satisfy the Interest Coverage Ratio Test; (including vi) Sixth, to the Syndication Agent, 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 Syndication Fee due and payable 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.Borrower;

Settlement Procedures. (a) On each Payment Date, the Borrower (or at all times after the occurrence and continuance of a Termination Event, the Collateral Agent) 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 amounts to the applicable Person in the following order of priority: (i) Daily Funding Lender will from time First, to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) 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 (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If 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”), each other Lender will, not later than 4:00 P.M. (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 OfficeHedge Counterparty, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Lender’s Adjusted Pro Rata Share Hedge Costs (exclusive of the Excess Funded Amounttermination payments) unpaid from any prior Payment Date; (ii) Second, upon which payment Daily Funding Lender shall be deemed to have sold, and 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.[Reserved]; (iii) If a Settlement Notice indicates that Third, to the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender’s Pro Rata Share of Backup Servicer so long as it has not become 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 LenderServicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Lender’s Adjusted Pro Rata Share of Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Excess Paydown Amount, upon which payment such Lender shall be deemed to have soldBackup Servicer, and Daily Funding Lender shall be deemed any accrued and unpaid Indemnified Amounts owed by the Borrower to have purchased▇▇▇▇▇ FargoComputershare in an aggregate amount up to $17,000 per month (the “Cap”); provided, as however, that in the event of the applicable Settlement Datean acceleration resulting from a Termination Event specified under Section 9.1(e)(i) or Section 9.1(g) hereunder, a portion of the outstanding Revolving Loans of such Lender equal to such Lender’s Adjusted Pro Rata Share of the Excess Paydown Amount.Cap will not apply; (iv) Except as provided Fourth, (A) to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in subsection 2.1D(ii)respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the obligations of Daily Funding Lender and each other Lender Servicer has been replaced pursuant to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and Section 6.12 such amount shall not be affected by any circumstanceexceed the Capped Servicing Fee; and (B) to the Backup Servicer, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Agentif it has become the Successor Servicer, 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 (e) any other circumstance, 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.Transition Expenses; (v) In Fifth, to the event that all or any portion Lenders, ratably, an amount equal to the sum of any repayment accrued and unpaid (A) Interest and Breakage Costs, (B) Program Fee, and (C) Unused Fee due in respect of principal of the Revolving Loans is thereafter recovered by or on behalf of Borrower from Daily Funding Lender (including such Payment Date and any such recovery in a proceeding under amounts unpaid from 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.prior Payment Date;

Settlement Procedures. (ia) Daily Funding Lender will 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 the Servicer may from time to time notify release to the other Lenders, not later than 12:00 Noon (New York time) (a) on at least one Business Day during each seven calendar-day period, (b) on each date on which payment of interest on Borrower from such Collections any Revolving Loans is required amounts permitted to be made pursuant to subsection 2.2C, (c) on released under Section 5.03 and applied by the Revolving Loan Commitment Termination Date, Borrower towards the purchase price for any Receivables acquired by the Borrower under the Purchase and (d) at such other times as Daily Funding Lender in its discretion may determine Sale Agreement (each such notice by Daily Funding Lender being release, a “Settlement Notice” and the date of Reinvestment”). On each Settlement Notice being a “Settlement Date”) , the Servicer (or, following its assumption of control of the aggregate principal amount Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of outstanding Revolving Loans made by Daily Funding Lender and priority: (i) first, to each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining Lock-Box Bank, the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount 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 subsection 2.1D(ii) below 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 Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded.purpose; (ii) If a Settlement Notice indicates that second, to the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender (including Revolving Loans made Servicer for its own account pursuant to subsection 2.1C(ii)) is in excess of Daily Funding Lender’s Pro Rata Share the payment of the aggregate principal amount of outstanding Revolving Loans made by all Lenders accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of such excess being the “Excess Funded Amount”), each other Lender will, not later than 4:00 P.M. (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 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 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 Servicing Fees payable for its own account pursuant to subsection 2.1C(ii) on or after the immediately preceding Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject prior Interest Period to the condition that at extent such amount has not been distributed to the time such 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.Servicer); (iii) If a Settlement Notice indicates that third, to each Lender and other Credit Party (ratably, based on the aggregate principal amount of outstanding Revolving Loans made by Daily Funding then due and owing), all accrued and unpaid Interest and Fees and Breakage Fees due to such Lender is less than Daily Funding Lender’s Pro Rata Share of and other Credit Party for the aggregate principal amount of outstanding Revolving Loans made by all Lenders (immediately preceding Interest Period, plus, if applicable, the amount of any such difference being Interest, Fees and Breakage Fees payable for any prior Interest Period to 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 extent such amount has not been distributed 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 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.or Credit Party; (iv) Except fourth, as provided set forth in subsection 2.1D(ii), the obligations of Daily Funding Lender and each other Lender pursuant to subsections 2.1D(iiclause (x) and 2.1D(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) 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 (ey) any other circumstancebelow, 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.as applicable:

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) on at least one Business Day during On each seven calendar-day periodPayment Date, (b) on each date on which payment so long as no Event of interest on any Revolving Loans Default has occurred and is required continuing, the Collateral Administrator shall direct the Collateral Custodian to be made pay pursuant to subsection 2.2Cthe latest Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Interest Collection Account to the extent of Available Funds, (c) in reliance on the Revolving Loan Commitment Termination Dateinformation set forth in such Borrowing Base Certificate) to the following Persons, and (d) at such other times as Daily Funding Lender the following amounts in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date following order of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded.priority: (ii1) If a Settlement Notice indicates that to 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 Collateral Custodian, 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”), each other Lender will, not later than 4:00 P.M. (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 equal to such any accrued and unpaid Collateral Custodian Fees; (2) pro rata to each Lender’s Adjusted Pro Rata Share of the Excess Funded Amount, upon which payment Daily Funding Lender shall be deemed to have sold, and 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 Settlement Date in an amount equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender any accrued and unpaid Interest; (3) pro rata to purchase a portion of any Revolving Loan made by Daily 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 Daily Funding Lender (a) each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee and Breakage Costs and (b) to the duly authorized officer 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 Daily Funding Lender responsible for Advances Outstanding, then due under this Agreement; (4) pro rata to each Lender, if the administration 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 Daily Funding Lender’s credit relationship with Borrower believed 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 good faith that either a Lien on the assets of the Borrower; and (X7) any remaining amounts shall be distributed to the Borrower. (b) On each Payment Date, so long as no Event of Default had has occurred and was continuing or is continuing, the Collateral Administrator shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (Yand 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) any Event to the following Persons, the following amounts in the following order 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 Daily Funding Lender Discretionary Period was in effect.priority: (iii1) If a Settlement Notice indicates that to 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”extent not paid pursuant to Section 2.7(a), Daily Funding Lender willto the Collateral Custodian, 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 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 Lender’s Adjusted Pro Rata Share Payment Date, to be paid to the Borrower; (6) after the end of the Excess Paydown AmountRevolving Period, upon 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 payment such Lender shall be deemed no distribution has previously been made pursuant to have soldthis Section 2.7(b)(6) and (B) not subject to Independent Verification, and Daily Funding Lender shall be deemed to have purchased, calculated in accordance with the assumptions set forth in Section 6.5 of the AIV Limited Partnership Agreement as of the applicable Settlement Datedate hereof; provided, a portion however, that the aggregate amount of such Gains for purposes of such calculation shall be net of any losses of the outstanding Revolving Loans AIV, against which such Gains can be offset for tax purposes as of the date of such Lender equal to such Lender’s Adjusted Pro Rata Share determination (including any losses of the Excess Paydown AmountAIV 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. (iv) Except as provided in subsection 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, (a) 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 The Collateral Administrator may, in its sole discretion, direct 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 (e) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. In the event that any Person (the “Payor”) obligated 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 Person 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 “Payee”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 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 prior to and immediately after giving effect to any such payment, (A) 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 Gains (minus any such Gains for which a distribution has previously been made pursuant to Section 2.7(b)(6)) pursuant to this subsection 2.1D fails to make available to the Payee which such Borrowing Base Certificate is being delivered, the amount of losses of the Borrower and the AIV available to offset such payment 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 Borrower and the Collateral Custodian prior to the relevant 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 (30) days of its engagement, and the determination of such accounting firm shall be made 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) 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 PayorAdministrative Agent, unless the Payee shall 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 entitled to recover such amount on demand from borne by the Payor together with interest at the customary rate set by DBTCA for the correction of errors among Lenders for three Business Days Borrower and thereafter at the sum of the Base Rate plus 1.50% per annumtreated as an Administrative Expense. (vi) In On any Business Day, the event 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 Collection Account (but only to the extent that all or any portion of any repayment of principal of (A) amounts on deposit in the Revolving Loans is thereafter recovered by or on behalf of Borrower from Daily Excess Future 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 Account originally came from the other Lenders, Interest Collection Account and (B) no Borrowing Base Deficiency exists either immediately prior to or after giving effect to such payment or deposit) or the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by subsection 10.5Principal Collection Account.

Settlement Procedures. (a) On each Payment Date, so long as 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 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 such Reporting Date Report) to the following Persons, the following amounts in the following order of priority: (1) 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); (3) 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) Daily Funding Lender will from 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 time notify 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, 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) 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, not later than 12:00 Noon 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; (New York time10) (a) 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 DatePeriod, and (d) at such other times as Daily Funding Lender to fund the Unfunded Exposure Account in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal an amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant necessary to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If 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 cause all Lenders (the amount of such excess being the “Excess Funded Amount”), each other Lender will, not later than 4:00 P.M. (New York time) on the applicable Settlement Date, pay to Daily Funding Lender, by depositing same day funds amounts in the account specified by Daily Funding Lender at Unfunded Exposure Account to equal the Funding and Payment Office, an amount equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Aggregate Unfunded Exposure Equity Amount, upon which payment Daily Funding Lender shall be deemed to have sold, and 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was after the Revolving Period, to fund the Unfunded Exposure Account in effect.an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii11) If a Settlement Notice indicates that to the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender’s Pro Rata Share of Administrative Agent to be distributed to the aggregate principal amount of outstanding Revolving Loans made by all Lenders (the amount of such difference being the “Excess Paydown Amount”)Administrative Agent, Daily Funding Lender will, no later than 4:00 P.M. (New York time) on the any applicable Settlement Date, unconditionally pay to each other Lender, by depositing same day funds in the account specified by such Lender to Daily Funding LenderCollateral Custodian and the Securities Intermediary, an amount equal to such Lender’s Adjusted Pro Rata Share of the Excess Paydown AmountIndemnified Parties, upon which payment such Lender shall be deemed to have sold, and Daily Funding Lender shall be deemed to have purchasedor the Secured Parties, as of the applicable Settlement Dateapplicable, 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 subsection 2.1D(ii), the obligations of Daily Funding Lender all other amounts then due 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 circumstanceowing, 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 payable 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), 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, in an amount equal to (a) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Agent, any other accrued and unpaid Interest with respect to Advances made by such Lender, any Loan Party or any other Person for any reason whatsoever; (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the occurrence or continuance unused Commitment of an Event of Default or a Potential Event of Default; each Lender) and (c) any adverse change 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) 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 condition Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (financial 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), 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 otherwisethe 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) of any remaining amounts shall be distributed to the Borrower or any of its Subsidiaries; (d) any breach of this Agreement nominee thereof, which amounts may be used by Borrower, Agent or any Lender; or (e) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. In the event that any Person (the “Payor”) obligated Borrower to make a payment to Restricted Payments, provided, that Borrower shall first reimburse the Investment Manager for any other Person (unreimbursed amounts paid by the “Payee”) Investment Manager on the Borrower’s behalf pursuant to this subsection 2.1D fails to make available Agreement, 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 annumextent not otherwise reimbursed hereunder. (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) On each Payment Date, so long as 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 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 such Reporting Date Report) to the following Persons, the following amounts in the following order of priority: (1) 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); (3) 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) Daily Funding Lender will from 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 time notify the other LendersAdministrative Agent, not later than 12:00 Noon in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents; (New York time5) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) on at least one Business Day during each seven calendar-day periodany accrued and unpaid Interest with respect to Advances made by such Lender, (b) on each date on which payment of interest on any Revolving Loans is required accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be made pursuant to subsection 2.2C, allocated based on the unused Commitment of each Lender) and (c) on any accrued and unpaid Breakage Costs; (6) to the Revolving Loan Commitment Termination DateHedge 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; (d7) at such 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 times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” Administrative Expenses of the Administrative Agent and the date of Lenders; (9) to the Administrative Agent to be distributed pro rata to each Settlement Notice being Lender, if a “Settlement Date”) of Borrowing Base Deficiency exists, an amount necessary to reduce the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining Borrowing Base Deficiency to zero, pro rata in accordance with the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded.Advances Outstanding hereunder; (ii) If 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”), each other Lender will, not later than 4:00 P.M. (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 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 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 Daily Funding Lender (a) during the duly authorized officer of Daily Funding Lender responsible for Revolving Period, to fund the administration of Daily Funding Lender’s credit relationship with Borrower believed Unfunded Exposure Account 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 waived by Requisite Lenders at an amount necessary to cause all amounts in the time such Revolving Loan was made Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (b) a Daily Funding Lender Discretionary Period was after the Revolving Period, to fund the Unfunded Exposure Account in effect.an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii11) If a Settlement Notice indicates that to the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender’s Pro Rata Share of Administrative Agent to be distributed to the aggregate principal amount of outstanding Revolving Loans made by all Lenders (the amount of such difference being the “Excess Paydown Amount”)Administrative Agent, Daily Funding Lender will, no later than 4:00 P.M. (New York time) on the any applicable Settlement Date, unconditionally pay to each other Lender, by depositing same day funds in the account specified by such Lender to Daily Funding LenderCollateral Custodian and the Securities Intermediary, an amount equal to such Lender’s Adjusted Pro Rata Share of the Excess Paydown AmountIndemnified Parties, upon which payment such Lender shall be deemed to have sold, and Daily Funding Lender shall be deemed to have purchasedor the Secured Parties, as of the applicable Settlement Dateapplicable, 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 subsection 2.1D(ii), the obligations of Daily Funding Lender all other amounts then due 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 circumstanceowing, 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 payable 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), to the Collateral Manager, in an amount equal to any accrued and unpaid Collateral 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, in an amount equal to (a) any set-offaccrued and unpaid Interest with respect to Advances made by such ▇▇▇▇▇▇, 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) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the occurrence or continuance unused Commitment of an Event of Default or a Potential Event of Default; each Lender) and (c) any adverse change 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) 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 condition Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (financial 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), 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 otherwisethe 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) of any remaining amounts shall be distributed to the Borrower or any of its Subsidiaries; (d) any breach of this Agreement nominee thereof, which amounts may be used by Borrower, Agent or any Lender; or (e) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. In the event that any Person (the “Payor”) obligated Borrower to make a payment to Restricted Payments, provided, that Borrower shall first reimburse the Collateral Manager for any other Person (unreimbursed amounts paid by the “Payee”) Collateral Manager on the Borrower’s behalf pursuant to this subsection 2.1D fails to make available Agreement, 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 annumextent not otherwise reimbursed hereunder. (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) All Collections on Pool Receivables shall be held in the Borrower Collection Accounts until their application in accordance with the priority of payments set forth below; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 are satisfied on such date (as evidenced by the related Release), the Borrower (or the Initial Servicer 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 (i) Daily Funding Lender will from time to time notify pay the other Lenders, not later than 12:00 Noon (New York time) (a) purchase price for Receivables purchased by the Borrower on at least one Business Day during each seven calendar-day periodsuch date in accordance with the terms of the Initial Purchase and Sale Agreement, (bii) on each date on which for payment of interest by the Borrower with respect to any Subordinated Note on any Revolving Loans is required Monthly Settlement Date from available collections under clause (vii) below or (iii) for distribution to be made pursuant to subsection 2.2C, (c) the Parent as a return on the Revolving Loan Commitment Termination Parent’s equity interest in the Borrower on any Monthly Settlement Date from available collections under clause (vii) below (each such release, a “Release”). On each Settlement Date, and to the extent required in accordance with Section 8.10, the Paying Agent shall (dsubject to Section 3.02) at such other times as Daily Funding Lender distribute all Collections received during the related Settlement Period held in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” the Borrower Collection Accounts and any amounts on deposit in the date of each Settlement Notice being a “Settlement Date”) Interest Reserve Account in excess of the Interest Reserve Amount as of such Settlement Date in accordance with the 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 principal maximum amount of outstanding Revolving Loans made by Daily Funding Lender $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 each other Lender as of is continuing, the close of business on fees and out-of-pocket expenses and indemnities due the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant Collateral Agent, Paying Agent, Account Bank and Back-up Servicer shall not be subject to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded.such $150,000 maximum amount; (ii) If a Settlement Notice indicates that second, to the aggregate principal 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 of outstanding Revolving Loans made by Daily Funding 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 Revolving Loans made for its own account pursuant to subsection 2.1C(iiany additional amounts or indemnified amounts payable under Sections 4.03 in respect of such payments)) is in excess of Daily Funding Lender’s Pro Rata Share of the aggregate principal amount of outstanding Revolving Loans made by all Lenders (, plus, if applicable, the amount of any such excess being 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 “Excess Funded Amount”)Servicer (or, each other Lender will, not later than 4:00 P.M. (New York time) on to the applicable Settlement extent set forth in the Back-up Servicing Agreement following a Servicing Transfer Date, pay to Daily Funding Lenderthe Back-up Servicer and the Initial Servicer) for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, by depositing same day funds 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); (v) fifth, prior to the occurrence of the Revolving Period Termination Date, to deposit in the account specified by Daily Funding Lender at the Funding and Payment OfficeInterest Reserve Account, an amount equal to such Lender’s Adjusted Pro Rata Share 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 Excess Funded Amount, upon which payment Daily Funding Lender shall be deemed to have sold, and such Lender shall be deemed to have purchased, as of the applicable Settlement 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 Loans made 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 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 Sections 11.01, any expenses paid as advances by Daily Funding Lender 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 pursuant to subsection 2.1C(ii) on or after the immediately preceding Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or account. (b) a Daily Funding 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 Discretionary Period was in effect. (iii) If a Settlement Notice indicates that the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding at its 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”)Account. Each Lender, Daily Funding Lender will, no later than 4:00 P.M. (New York time) on upon its receipt in the applicable Settlement DateLender’s Account of any such payments or distributions, unconditionally 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 each other Lender, the extent actually received by depositing same day funds in the Administrative Agent. Each payment by the Servicer or the Borrower to the Administrative Agent for 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 any Credit Party hereunder shall be deemed to have soldconstitute payment by the Servicer or the Borrower directly to such Credit Party, and Daily Funding 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 with respect to such payment shall be deemed to have purchasedbe automatically reinstated. Additionally, as each Lender hereby covenants and agrees to provide timely and accurate responses to each of the applicable Settlement Date, a portion of Administrative Agent’s requests for information necessary for 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 subsection 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, (a) any set-off, counterclaim, recoupment, defense or other right which Administrative 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 (e) any other circumstance, 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 allocations to the Payee the amount of such payment Lenders required to be made by the PayorAdministrative Agent hereunder, including the Payee shall applicable account of each Lender for which amounts should 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 annumdistributed. (vc) In If and to the event that all extent the Administrative Agent, any Credit Party, any other Secured Party, any Affected Person, any WT Indemnified Party or any portion 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); (ii) except as otherwise required by Applicable Law or the relevant Contract, all Collections received from an Obligor of any repayment Receivable shall be applied to the Receivables of principal such Obligor in the order of the Revolving Loans is thereafter recovered age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (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 (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. (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 (following the delivery of a notice of control) the Collateral Agent pursuant to the related Account Control Agreement, the Borrower or (following the delivery of a notice of control) the Collateral Agent may request a withdrawal from Daily Funding Lender 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 (including any such recovery in a proceeding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effectNew York City time) in an amount that is proportionately greater (based on the respective Pro Rata Shares Business Day prior to the requested date of Lenders) than any such recovery from the other Lenderspayment, the loss of Account Bank shall (solely to the amount so recovered shall be ratably shared among all Lenders extent insufficient cash is available in the manner contemplated by subsection 10.5Borrower 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) On each Payment Date, so long as 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 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 such Reporting Date Report) to the following Persons, the following amounts 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) Daily Funding Lender will from 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 time notify 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 Lendersamounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, not later than 12:00 Noon net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement; (New York time7) 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) 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 DatePeriod, and (d) at such other times as Daily Funding Lender to fund the Unfunded Exposure Account in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal an amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant necessary to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If 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 cause all Lenders (the amount of such excess being the “Excess Funded Amount”), each other Lender will, not later than 4:00 P.M. (New York time) on the applicable Settlement Date, pay to Daily Funding Lender, by depositing same day funds amounts in the account specified by Daily Funding Lender at Unfunded Exposure Account to equal the Funding and Payment Office, an amount equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Aggregate Unfunded Exposure Equity Amount, upon which payment Daily Funding Lender shall be deemed to have sold, and 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was after the Revolving Period, to fund the Unfunded Exposure Account in effect.an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (iii11) If a Settlement Notice indicates that first, to be distributed to 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”Collateral Custodian, Document Custodian and Account Bank, any accrued and unpaid Collateral Custodian Fees not paid pursuant to Section 2.7(a)(1), Daily Funding Lender willand second, no later than 4:00 P.M. (New York time) on to the Administrative Agent to be distributed to the Administrative Agent, any applicable Settlement Date, unconditionally pay to each other Lender, by depositing same day funds in and the account specified by such Lender to Daily Funding LenderIndemnified Parties, an amount equal to such Lender’s Adjusted Pro Rata Share of or the Excess Paydown Amount, upon which payment such Lender shall be deemed to have sold, and Daily Funding Lender shall be deemed to have purchasedSecured Parties, as of the applicable Settlement Dateapplicable, 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 subsection 2.1D(ii), the obligations of Daily Funding Lender all other amounts then due 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 circumstanceowing, 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 related Reporting Date Report) the Collateral Custodian, 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 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, 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); (3) 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 set-offaccrued and unpaid Interest with respect to Advances made by such ▇▇▇▇▇▇, 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) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the occurrence or continuance unused Commitment of an Event of Default or a Potential Event of Default; each Lender) and (c) any adverse change 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 condition Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (financial 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 the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Lender, and the Indemnified Parties, or otherwisethe 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) of any remaining amounts shall be distributed to the Borrower or any of its Subsidiaries; (d) any breach of this Agreement nominee thereof, which amounts may be used by Borrower, Agent or any Lender; or (e) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. In the event that any Person (the “Payor”) obligated Borrower to make a payment to Restricted Payments, provided, that ▇▇▇▇▇▇▇▇ shall first reimburse the InvestmentCollateral Manager for any other Person (unreimbursed amounts paid by the “Payee”) InvestmentCollateral Manager on the Borrower’s behalf pursuant to this subsection 2.1D fails to make available Agreement, 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 annumextent not otherwise reimbursed hereunder. (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) On each Payment Date, the Servicer shall pay to the following Persons, from (i) Daily Funding Lender will from time the Interest Collection Account, to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) on at least one Business Day during each seven calendar-day periodextent of available funds, (bii) 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 DateServicer Advances, and (diii) at amounts received in respect of any Hedge Agreement during such other times as Daily Funding Lender Collection Period (the sum of such amounts described in its discretion may determine clauses (i), (ii) and (iii) being the "Available Collections") the following amounts in the --------------------- following order of priority: (i) FIRST, to each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) belowHedge Counterparty, any Foreign Currency Loan shall be excluded.amounts, including any ----- Hedge Breakage Costs, owing under the related Hedge Agreement in respect of any Hedge Transaction, for the payment thereof; (ii) If a Settlement Notice indicates that SECOND, to 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 Servicer, 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”), each other Lender will, not later than 4:00 P.M. (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 equal to such Lender’s Adjusted Pro Rata Share its accrued and ------ unpaid Servicing Fees to the end of the Excess Funded Amount, upon which payment Daily Funding Lender shall be deemed to have sold, and 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 Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily 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 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 waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect.Collection Period; (iii) If a Settlement Notice indicates that THIRD, to 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”)Servicer, 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 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.any Unreimbursed ----- Servicer Advances; (iv) Except as provided FOURTH, to the Back-up Servicer, in subsection 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, (a) 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 (e) any other circumstance, happening, or event whatsoever, whether or not similar amount equal 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 Payoraccrued ------ and unpaid currently due Back-up Servicing Fee, 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.payment thereof; (v) In FIFTH, to the event that 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 any repayment 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 principal such Payment Date shall be paid to the Deal Agent for the ratable payment to each Lender in reduction, to zero, of the Revolving Loans is thereafter recovered by Advances Outstanding. (c) Notwithstanding anything to the contrary contained in this Section 2.7 or any other provision in this Agreement, if on behalf any Business Day the Availability shall be a negative amount, then the Borrower shall remit to the Deal Agent, prior to any reinvestment of Borrower from Daily Funding Lender (including funds on deposit in the Principal Collection Account as set forth in 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, a payment, in such recovery in a proceeding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect) in amount as may be necessary to reduce Advances Outstanding to an amount such 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 Availability shall be ratably shared among all Lenders in the manner contemplated by subsection 10.5zero or a positive amount.

Settlement Procedures. (a) All Collections on Pool Receivables shall be held in the Borrower Collection Accounts until their application in accordance with the priority of payments set forth below; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 are satisfied on such date (as evidenced by the related Release), the Borrower (or the Initial Servicer 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 (i) Daily Funding Lender will from time to time notify pay the other Lenders, not later than 12:00 Noon (New York time) (a) purchase price for Receivables purchased by the Borrower on at least one Business Day during each seven calendar-day periodsuch date in accordance with the terms of the Initial Purchase and Sale Agreement, (bii) on each date on which for payment of interest by the Borrower with respect to any Subordinated Note on any Revolving Loans is required Monthly Settlement Date from available collections under clause (vii) below or (iii) for distribution to be made pursuant to subsection 2.2C, (c) the Parent as a return on the Revolving Loan Commitment Termination Parent’s equity interest in the Borrower on any Monthly Settlement Date from available collections under clause (vii) below (each such release, a “Release”). On each Settlement Date, and to the extent required in accordance with Section 8.10, the Paying Agent shall (dsubject to Section 3.02) at such other times as Daily Funding Lender distribute all Collections received during the related Settlement Period held in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” the Borrower Collection Accounts and any amounts on deposit in the date of each Settlement Notice being a “Settlement Date”) Interest Reserve Account in excess of the Interest Reserve Amount as of such Settlement Date in accordance with the 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 principal maximum amount of outstanding Revolving Loans made by Daily Funding Lender $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 each other Lender as of is continuing, the close of business on fees and out-of-pocket expenses and indemnities due to the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant Collateral Agent, Paying Agent, Account Bank and Back-up Servicer shall not be subject to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded.such $150,000 maximum amount; (ii) If a 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 Notice indicates that Date, to each Lender and other Credit Party (ratably, based on the aggregate principal amount of outstanding Revolving Loans made by Daily Funding 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 Revolving Loans made for its own account pursuant to subsection 2.1C(iiany additional amounts or indemnified amounts payable under Sections 4.03 and 12.01 in respect of such payments)) is in excess of Daily Funding Lender’s Pro Rata Share of the aggregate principal amount of outstanding Revolving Loans made by all Lenders (, plus, if applicable, the amount of any such excess being the “Excess Funded Amount”)Interest, each other Lender will, 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 later than 4:00 P.M. (New York timebeen waived or consented to in accordance with Section 13.01) on the applicable or prior to such Settlement Date, pay to Daily Funding Lendereach Class A1 Lender (ratably, by depositing same day funds 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 account specified by Daily Funding Lender at Back-up Servicing Agreement following a Servicing Transfer Date, to the Funding Back-up Servicer and Payment Officethe 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); (v) fifth, 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 Lender’s Adjusted Pro Rata Share order, as applicable: (A) prior to the occurrence of the Excess Funded Revolving Period Termination Date, to each Lender (ratably, based on the amount then due and owing to such Lender pursuant to this clause (A)), the Class A1 Monthly Principal Payment Amount and the Class A2 Monthly Principal Payment Amount, upon which payment Daily Funding Lender shall be deemed to have sold, and 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(iiapplicable; (B) on or after the immediately preceding Settlement Revolving Period Termination Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily Funding Lender so long as provided in this subsection 2.1D(ii) is subject to the condition that at the time such 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 has occurred and was continuing (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 (Yratably, based on the aggregate outstanding principal amount of the Loans of such Lender) any until the aggregate outstanding principal amount of the Loans is reduced to zero; (C) if an Event of Default that had has occurred (and was continuing had 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 Amount due to such Class A2 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 A2 Lender for any prior Interest 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 Requisite Lenders 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 time such Revolving Loan was made or direction of, the Borrower for its own account. (b) a Daily Funding 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 Discretionary Period was in effect. (iii) If a Settlement Notice indicates that the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding at its 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”)Account. Each Lender, Daily Funding Lender will, no later than 4:00 P.M. (New York time) on upon its receipt in the applicable Settlement DateLender’s Account of any such payments or distributions, unconditionally 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 each other Lender, the extent actually received by depositing same day funds in the Administrative Agent. Each payment by the Servicer or the Borrower to the Administrative Agent for 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 any Credit Party hereunder shall be deemed to have soldconstitute payment by the Servicer or the Borrower directly to such Credit Party, and Daily Funding 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 with respect to such payment shall be deemed to have purchasedbe automatically reinstated. Additionally, as each Lender hereby covenants and agrees to provide timely and accurate responses to each of the applicable Settlement Date, a portion of Administrative Agent’s requests for information necessary for 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 subsection 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, (a) any set-off, counterclaim, recoupment, defense or other right which Administrative 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 (e) any other circumstance, 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 allocations to the Payee the amount of such payment Lenders required to be made by the PayorAdministrative Agent hereunder, including the Payee shall applicable account of each Lender for which amounts should 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 annumdistributed. (vc) In If and to the event that all extent the Administrative Agent, any Credit Party, any other Secured Party, any Affected Person, any WT Indemnified Party or any portion 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); (ii) except as otherwise required by Applicable Law or the relevant Contract, all Collections received from an Obligor of any repayment Receivable shall be applied to the Receivables of principal such Obligor in the order of the Revolving Loans is thereafter recovered age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (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 (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. (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 (following the delivery of a notice of control) the Collateral Agent pursuant to the related Account Control Agreement, the Borrower or (following the delivery of a notice of control) the Collateral Agent may request a withdrawal from Daily Funding Lender 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 (including any such recovery in a proceeding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effectNew York City time) in an amount that is proportionately greater (based on the respective Pro Rata Shares Business Day prior to the requested date of Lenders) than any such recovery from the other Lenderspayment, the loss of Account Bank shall (solely to the amount so recovered shall be ratably shared among all Lenders extent insufficient cash is available in the manner contemplated by subsection 10.5Borrower 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. (i) Daily Funding Lender will from time to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) on at least one Business Day during On each seven calendar-day periodPayment Date, (b) on each date on which payment so long as no Event of interest on any Revolving Loans Default has occurred and is required continuing, the Collateral Manager shall direct the Collateral Custodian to be made pay pursuant to subsection 2.2Cthe latest Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Interest Collection Account to the extent of Available Funds, (c) in reliance on the Revolving Loan Commitment Termination Dateinformation set forth in such Borrowing Base Certificate) to the following Persons, and (d) at such other times as Daily Funding Lender the following amounts in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date following order of each Settlement Notice being a “Settlement Date”) of the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded.priority: (ii1) If a Settlement Notice indicates that to 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 Collateral Custodian, 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”), each other Lender will, not later than 4:00 P.M. (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 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 Adjusted Pro Rata 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 Excess Funded Amount, upon which payment Daily Funding Lender shall be deemed to have sold, Non-Usage Fee for the related Accrual Period and 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 any unpaid Non-Usage Fees for its own account pursuant to subsection 2.1C(iiprevious Accrual Periods and (C) on or after the immediately preceding Settlement Date equal any unpaid Breakage Costs with respect to such Lender’s Adjusted Pro Rata Share ; (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 Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject Period, to the condition that at the time such Revolving Loan was made by Daily Funding Lender Unfunded Exposure Account in an amount equal to Exposure Amount Shortfall; (a6) 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 duly authorized officer of Daily Funding Lender responsible Borrower (to be used for any purpose, including distribution to the administration of Daily Funding Lender’s credit relationship with Borrower believed in good faith that either Collateral Manager). (Xb) On each Payment Date, so long as no Event of Default had has occurred and was continuing or is continuing, the Collateral Manager shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (Yand 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) any Event to the following Persons, the following amounts in the following order 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 Daily Funding Lender Discretionary Period was in effect.priority: (iii1) If a Settlement Notice indicates that to 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”extent not paid pursuant to Section 2.7(a)(1), Daily Funding Lender willto the Collateral Custodian, 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 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 Adjusted Pro Rata Share share of the Excess Paydown AmountInterest for the related Accrual Period and any accrued and unpaid Interest for previous Accrual Periods, upon which payment (B) such Lender shall be deemed to have sold, and Daily Funding Lender shall be deemed to have purchased, as Lender’s share of the applicable Settlement Date, a portion of Non-Usage Fee for the outstanding Revolving Loans of such Lender equal related Accrual Period and any unpaid Non-Usage Fees for previous Accrual Periods and (C) any unpaid Breakage Costs with respect to such Lender’s Adjusted Pro Rata Share ; (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 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 Borrower (to be used for any purpose, including distribution to the Collateral Manager); (6) after the end of the Excess Paydown AmountRevolving Period and to the extent not paid pursuant to Section 2.7(a)(5), to the Unfunded Exposure Account in an amount equal to Exposure Amount Shortfall; (7) 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; (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). (iv) Except as provided in subsection 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, (a) 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 The Collateral Manager may, in its sole discretion, direct 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 (e) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. In the event that any Person (the “Payor”) obligated Collateral Custodian to make a payment to the Borrower from the Principal Collection Account on any Business Day other Person (the “Payee”) pursuant than a Payment Date if, both immediately prior and after giving effect to this subsection 2.1D fails to make available to the Payee the amount of such payment required to be made by (i) the PayorAvailability is greater than zero and (ii) no Default, 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 Event of errors among Lenders for three Business Days Default or Curable BDC Asset Coverage Event has occurred and thereafter at the sum of the Base Rate plus 1.50% per annumis continuing. (vd) In Subject to the event that all or any portion of any repayment of principal satisfaction of the Revolving Loans is thereafter recovered by or on behalf of Borrower from Daily Funding Lender (including any such recovery conditions set forth 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 LendersSection 3.2, the loss of Collateral Manager may direct the amount so recovered shall be ratably shared among all Lenders Collateral Custodian to withdraw funds on deposit in the manner contemplated by subsection 10.5Principal Collection Account on any Business Day in order to reinvest such funds in Eligible Loans to be pledged hereunder.