Common use of Settlement Procedures Clause in Contracts

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption of exclusive control of the Collection Account, 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) 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 any prior Payment Date. (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (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 Lender, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (v) FIFTH, during the Revolving Period, to the Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) 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 (iii) above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xii) TWELFTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (v) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the Lender.

Settlement Procedures. (a) On each Payment applicable Settlement Date and on as set forth below prior to the Maturity Facility Termination Date, all Collections and any proceeds of fundings under the Borrower Receivables Sale Agreement deposited into the Collection Account during the preceding Settlement Period shall be applied where applicable by the Administrator (or, following its assumption of exclusive if the Agent is then in control of any Collections, by the Collection Account, 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 priorityorder: (i) FIRSTon the last Settlement Date of each month, 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 any prior Payment Date. (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (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 Fee and all other amounts due and payable on such amount shall not exceed the Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expensesdate; (ivii) FOURTHon the last Settlement Date of each month, to the Deal Agent for the account of the LenderAdministrator, an amount equal to the sum Liability Management Fee due and payable on such date; (iii) on each Settlement Date, to the Funding Interest Holders, pro rata, all Funding Charges and Discount due and payable on such date; (iv) on the last Settlement Date of any accrued each month, to the Funding Interest Holders, Funding Interest Agents and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) Agent, pro rata, all fees due and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts due in respect of payable on such Payment Date and any such amounts unpaid from any prior Payment Datedate; (v) FIFTH, during the Revolving Periodon each Settlement Date, to the Deal Agent for and the account of the LenderFunding Interest Agents, an amount equal pro rata, any other amounts due and payable to the Monthly Principal Payment Amount for such Payment DateAgent and the Funding Interest Agents under the Transaction Documents; (vi) SIXTH, during the Amortization Periodon each Settlement Date, to the Deal Agent for Funding Interest Holders, pro rata, all other amounts due and payable to the account Funding Interest Holders under the Transaction Documents (including the principal amount of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zeroany Investment due and owing); (vii) SEVENTHon each Settlement Date, to the Deal Agent for the account of the LenderPurchaser, an amount equal to, without double counting, any Interest Cap Carryover.all Incidental Expenses then due and payable; (viii) EIGHTHon each Settlement Date, to the Deal Agent Seller, the Cash Purchase Prices due for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, a Reinvestment Purchase on such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) above) due in respect of such Payment Date and unpaid from any prior Payment Datedate; (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 each Settlement Date, to the extent not paid pursuant to clause (iii) above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids Person (during the Revolving Period, other than Capitalthe Purchaser, the Seller, the Administrator or the Servicer) to whom any amounts are owed under the Transaction Documents until all such amounts have been paid in full; (xiix) TWELFTHon each Settlement Date, to the Borrower Seller, any outstanding Deferred Purchase Prices; (xi) on each Settlement Date, to the Servicer, any Additional Servicing Fee due and payable on such date; and (xii) on each Settlement Date, any remaining amounts, to the Purchaser. (b) One Business Day per calendar monthOn each day during any Interim Liquidation and on and after the Facility Termination Date, the date of which is to all Collections received on such day shall be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender allocated as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto.follows: (c) (i) If on first, to the Servicer until all amounts then due and payable to the Servicer under this Agreement and the Transaction Documents have been paid in full (except for any Payment Date Additional Servicing Fee then due and owing); (ii) second, to the amount Administrator, any Liability Management Fee then due and payable; (iii) third, to the Agent until all reasonable costs of collection, administration and enforcement of this Agreement owed to the Agent for its own account have been paid pursuant in full; (iv) fourth, to Section 2.7(a)(iv) the Funding Interest Holders, pro rata, until all Investments, Funding Charges, if any, and Discounts owed but not already paid to such Funding Interest Holders have been paid in full; (v) is insufficient fifth, to cover the Purchaser, all amounts Incidental Expenses then due thereunder on such Payment Date and payable; (vi) sixth, to any other Person (other than the Borrower (or, following its assumption of exclusive control of the Reserve AccountPurchaser, the Collateral AgentSeller, the Administrator or the Servicer) shall withdraw from to whom any amounts are owed under the Reserve Account an amount equal Transaction Documents until all such amounts have been paid in full; (vii) seventh, to the lesser of such shortfall and Seller, the amount of funds on deposit in the Reserve Account outstanding Deferred Purchase Prices; (such withdrawalviii) eighth, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower Servicer, any Additional Servicing Fee; and (orix) ninth, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount any remaining amounts to the Deal Agent for payment to the LenderPurchaser.

Settlement Procedures. (a) On each Payment Date, based upon the Underlying Monthly Report and Monthly Report, the Underlying Servicer shall determine, the portion of Available Funds which are Income Collections with respect to such Payment Date and on shall so notify the Maturity Collateral Agent and the Deal Agent. On such Payment Date, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.7(c)) the Lenders’ Percentage of Income Collections 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) FIRST, to the Hedge Counterparty, an amount equal to any the accrued and unpaid Hedge Costs (exclusive of termination paymentsHedge Breakage Costs) and any such Hedge Costs (exclusive of termination payments) unpaid from any prior Payment Date. (ii) SECOND, 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, if any, and any unpaid Backup Servicing Fee Hedge Costs (exclusive of Hedge Breakage Costs) from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (iiiii) THIRDSECOND, (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) FOURTHall remaining amounts, to the Deal Agent for the account of the LenderLenders, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) Yield and Breakage Costs, Costs and (B) the Program FeeIncreased Costs, and (C) the Facility Fee, 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; (viii) FIFTHTHIRD, during the Revolving Periodall remaining amounts, to the Deal Agent for the account of the LenderLenders, any remaining amounts payable pursuant to this Section 2.7(a) as the Usage Fee; (b) On each Payment Date, the Underlying Servicer shall determine the amount of Available Funds remaining after the distributions set forth in Section 2.7(a) and shall so notify the Collateral Agent and the Deal Agent. On such Payment Date, the Collateral Agent shall withdraw all such amounts from the Collection Account and allocate and distribute such amounts to the applicable Person, in the following order of priority: (i) FIRST, to the Collateral Agent, any amounts due but unpaid pursuant to Section 2.12(d) and the Collateral Agent Fee Letter; (ii) SECOND, all remaining amounts, to the Deal Agent for payment to the Lenders, an amount equal to the Monthly Required Principal Payment Amount for such Payment DateDistribution; (viiii) SIXTHTHIRD, during the Amortization Periodall remaining amounts, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double countingHedge Counterparty, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender accrued and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) above) due unpaid Defaulting Hedge Breakage Costs in respect of such Payment Date and any unpaid Defaulting Hedge Breakage Costs from any prior Payment Date; (ixiv) NINTHFOURTH, from all remaining amounts, to the Reserve AccountBorrower, (A) an amount equal to any outstanding Reserve Advances and (B) 5.0% of the amount necessary Principal Collections with respect 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))such Payment Date; (xv) TENTHFIFTH, from all remaining amounts, to the Backup ServicerHedge Counterparty, any Servicing Fee due remaining accrued and unpaid Hedge Breakage Costs in respect of such Payment Date, to the extent not paid pursuant to clause (iii) above Date and any such Servicing Fee remaining unpaid Hedge Breakage Costs from any prior Payment Date;; and (xivi) ELEVENTHSIXTH, to the Deal Agent for the account of any other applicable PersonBorrower, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xii) TWELFTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (v) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the Lender.

Settlement Procedures. (a) On As set forth in the Monthly Report, on each Payment Date and on the Maturity Date, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) 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) 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 any prior Payment Date. (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (iii) THIRDpari passu, (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; (C) to the Backup Servicer, so long as it has not become the Successor Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed to the Backup Servicer; and (D) to the Collateral Agent, accrued and unpaid Collateral Agent Fee due in respect of such Payment Date, any unpaid Collateral Agent Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Collateral Agent, and any accrued and unpaid Indemnified Amounts owed to the Collateral Agent, in the case of clauses (i)(C) and (i)(D) prior to a Termination Event, up to Capped Backup Servicer and Collateral Agent Fees and Expenses, monthly; (ivii) FOURTHSECOND, to the Deal Agent for the account of the LenderLenders, pro rata, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) Yield and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, any Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (viii) FIFTHTHIRD, to the Lenders, pro rata based upon the portion of such amounts owed to each such party, any Indemnified Amounts; (iv) FOURTH, (A) during the Revolving Period, to the Deal Agent Principal Collection Account for application by the account of the Lender, an amount equal Borrower to purchase additional Loans (or to fund additional Dealer Loan Contracts allocated to the Monthly Principal Payment Open Pool of Dealer Loan Contracts securing a Dealer Loan) from the Originator, the amount needed to cause the Collateral Amount to at least equal the Minimum Collateral Amount, and if the Minimum Collateral Amount cannot be reached due to an insufficient amount of Loans for such Payment Date; purchase by the Borrower, the amount needed to cause the Adjusted Collateral Amount to equal the Minimum Collateral Amount; and (viB) SIXTH, during the Amortization Period, to the Deal Agent for the account of the LenderLenders, pro rata, the Additional Principal Payment Distributable Amount, until Capital has been reduced to zero; (viiv) SEVENTHFIFTH, to during the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ix) NINTHRevolving 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)); (xvi) TENTHSIXTH, pari passu, (A) to the Backup Servicer, any Servicing Fee due in respect of such Payment Dateamounts owed to the Backup Servicer, to the extent not paid pursuant to clause (iiii)(C) above and (B) to the Collateral Agent, any such Servicing Fee unpaid from any prior Payment Dateaccrued fees, reasonable out-of-pocket expenses or 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; (xivii) ELEVENTHSEVENTH, to the Deal Agent Lenders for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xiiviii) TWELFTHEIGHTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv2.7(a)(ii) and (viv) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall pay such amount to the Deal Agent for payment to the LenderLenders.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.7(c2.6(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) FIRST, to the Hedge Counterparty, if any, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from any prior Payment Date.; (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (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; (iviii) FOURTHTHIRD, to the Deal Agent for the account of the Lender, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility 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; (viv) FIFTHFOURTH, during the Revolving Period, to the Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (viv) SIXTHFIFTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital the Aggregate Loan Amount has been reduced to zero; (viivi) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTHSIXTH, to the Deal Agent for the account of the Lender and the Backup any Successor Servicer, an amount equal to, without double counting, 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 (ii) above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ixvii) NINTHSEVENTH, 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)); (xviii) TENTHEIGHTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause (iii) above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capitalthe Aggregate Loan Amount) until paid in full;; and (xiiix) TWELFTHNINTH, to the Borrower any remaining amounts. (b) One (1) Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall, upon two (2) Business Days’ ' prior written notice request of the Borrower to the Collateral AgentBorrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) 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 Lender, as a payment in reduction of Capitalthe Aggregate Loan Amount. Notwithstanding anything in this Section 2.7(b2.6(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) required to effect any such withdrawal or the Deal Agent make any such distribution until an a Responsible Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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)(i2.6(a)(i) through (xiviii). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv2.6(a)(iii) and (viv) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve AccountDate, the Collateral Agent) Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall pay such amount to the Deal Agent for payment to the Lender.

Settlement Procedures. (a) On As set forth in the Monthly Report, on each Payment Date and on the Maturity Date, the Borrower (oror 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 (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 or account in the following order of priority: (i) FIRST, pari passu (A) 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 any prior Payment Date.Date and (B) to each Account Bank, the amount of any fees, costs or expenses payable to such Account Bank by the Borrower in connection with maintaining the related Controlled Account pursuant to the terms of the applicable Control Agreement to the extent such Account Bank has not previously debited or otherwise paid itself such fees, costs or expenses from the related Controlled Account in accordance with the applicable Control Agreement; (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (iii) THIRD, pari passu (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; 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 Backup Servicer, and 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 continuing); (iviii) FOURTHTHIRD, to the Deal Agent for the account of the LenderLenders, pro rata, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) Yield; (iv) FOURTH, pari passu (A) either (x) during the Program FeeRevolving Period, to the Principal Collection Account for application by the Borrower to purchase additional Loans (or to fund additional Dealer Loan Contracts allocated to the Open Pool of Dealer Loan Contracts securing a Dealer Loan) from the Originator, the amount needed to cause (I) the Collateral Amount to equal or exceed the Minimum Collateral Amount and (II) the Forecasted Collections to equal or exceed the Minimum Forecasted Collections Amount, and if the Minimum Collateral Amount cannot be reached due to an insufficient amount of Loans for purchase by the Borrower, the amount needed to cause (1) the Adjusted Collateral Amount to equal or exceed the Minimum Collateral Amount and (2) the Adjusted Forecasted Collections to equal or exceed the Minimum Forecasted Collections Amount; or (y) during the Amortization Period, to the Lenders, pro rata, the Principal Distributable Amount, until Capital has been reduced to zero, and (CB) to the Facility FeeHedge Counterparty, an amount equal to any accrued and unpaid Hedge Costs constituting termination payments (including any such amounts unpaid from any prior Payment Date); (v) FIFTH, to any Successor Servicer, an amount equal to Reliening Expenses; (vi) SIXTH, to the Lenders, pro rata, an amount equal to the sum of any Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (v) FIFTH, during the Revolving Period, to the Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for Lenders, pro rata based upon the account portion of the Lender, an amount equal to, without double countingsuch amounts owed to each such party, any Interest Cap Carryover.Indemnified Amounts; (viii) EIGHTH, to during the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ix) NINTHRevolving 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)); (xix) TENTHNINTH, pari passu, (A) to the Backup Servicer, any Servicing Fee due in respect of such Payment Dateamounts 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 (iiiB) above and to the Collateral Agent, any such Servicing Fee unpaid from any prior Payment Dateaccrued fees, reasonable out-of-pocket expenses or Indemnified Amounts; (xix) ELEVENTHTENTH, to the Deal Agent Lenders for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full;; and (xiixi) TWELFTHELEVENTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount amounts paid pursuant to Section 2.7(a)(iv2.7(a)(iii) and (vvi) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (oror the Servicer on its behalf), or following its assumption of exclusive control of the Reserve Account, the Collateral Agent) , shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (oror the Servicer on its behalf), or following its assumption of exclusive control of the Collection Reserve Account, the Collateral Agent) , shall pay such amount to the Deal Agent for payment to the LenderLenders.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (orServicer shall determine, following its assumption the portion of exclusive control of Available Funds which are Income Collections with respect to such Payment Date and shall so notify the Collection AccountCollateral Agent. On such Payment Date, the Collateral Agent) Agent shall withdraw Available Funds such amount of Income Collections and any Excess Reserve Amount (to be applied in accordance with Section 2.7(c)) 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) FIRST, to the Hedge CounterpartyServicer, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from any prior Payment Date.Unreimbursed Servicer Advances; (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (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 ; (Biii) THIRD, to the extent not paid by CAC in accordance with the terms of the Backup Servicing Agreement, to the Backup Servicer, if Servicer so long as it has not become the Successor ServicerServicer hereunder, an amount equal to any Transition Expensesaccrued 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 LenderLenders, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) Yield and Breakage Costs, (B) the Program Fee, Fee and (C) the Facility FeeIncreased Costs, 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; Date and (vY) FIFTH, during the Revolving Period, to the Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double countingHedge Counterparty, any Interest Cap Carryover. accrued and unpaid Hedge Costs (viiiexclusive of any termination payments) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) above) due in respect of such Payment Date and any unpaid Hedge Costs from any prior Payment Date; (ixv) 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) TENTHFIFTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause (iii) SECOND above and any such Servicing Fee unpaid from any prior Payment Date; (xivi) ELEVENTHSIXTH, to the Reserve Account, an amount equal to any outstanding Reserve Advances; (vii) SEVENTH, 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, all remaining amounts up in an amount equal to all other Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xiiviii) TWELFTHEIGHTH, 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) One Business Day per calendar monthOn each Payment Date, the date Servicer shall determine the portion of Available Funds which is to be chosen by are Principal Collections and shall so notify the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection AccountCollateral Agent. On such Payment Date, the Collateral AgentAgent shall withdraw such amount of Principal Collections and any Excess Reserve Amount, Reserve Advances and Servicer Advances and the amounts described in clauses (iii) shall, upon two Business Days’ prior written notice and (iv) of the Borrower to the Collateral Agent, withdraw Available Funds from the Collection Account and allocate and distribute such amounts to the applicable Person, in the following order of priority: (i) FIRST, to the Deal Agent (X) for payment to the Lenders an amount not equal to exceed the amount on deposit therein on the date any accrued and unpaid Carrying Costs due in respect of such request. The Borrower Payment Date and any Carrying Costs unpaid from any prior Payment Date and (orY) to the Hedge Counterparty, following its assumption an amount equal to any accrued and unpaid Hedge Costs (exclusive of any termination payments) due in respect of such Payment Date and any Hedge Costs (exclusive control of the Collection Accountany termination payments) unpaid from any prior Payment Date; (ii) SECOND, the Collateral Agent) shall distribute such amount to the Deal Agent for payment to the account Lenders, all remaining amounts, in reduction of the Lenderaggregate Capital until Capital has been reduced to zero; (iii) THIRD, to be distributed by the Backup Servicer, any Monthly Servicing Fee (as defined in the Backup Servicing Agreement) owed to the Backup Servicer due in respect of such Payment Date and any unpaid Monthly Servicing Fee (as defined in the Backup Servicing Agreement) from any prior Payment Date and not paid pursuant to Section 2.7(a). (iv) FOURTH, to the Deal Agent for payment to the Lender Lenders, the Affected Parties, the Backup Servicer or the Indemnified Parties, as a applicable, all other Aggregate Unpaids (other than Capital) then due to such party under this Agreement; and (v) FIFTH, upon the payment in reduction full of Capital. Notwithstanding anything in this Section 2.7(b) all Aggregate Unpaids, first, to the contraryServicer, any Re-Liening Expenses and second, to the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating theretoremaini▇▇ ▇▇▇▇nts. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (v2.7(b)(i) is insufficient to cover all amounts due thereunder Carrying Costs due, on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “"Reserve Advance”") and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall pay such amount to the Deal Agent for payment to the LenderLenders. (ii) If on any Payment Date the amount on deposit in the Reserve Account is insufficient to pay the insufficiency set forth in Section 2.7(c)(i), on or prior to 9:00 a.m. (Charlotte, North Carolina time) the Servicer shall deposit to the Collection Account an amount equal to such insufficiency (each, a "Servicer Advance"), and the Collateral Agent shall pay such amount to the Deal Agent for payment to the Lenders. The Servicer shall not be required to make any Servicer Advance to the extent it does not reasonably deem such amount to be recoverable from future collections on the Loans. (iii) If on any Payment Date the amount paid pursuant to Section 2.7(b)(ii) is insufficient to reduce Capital to zero, the Deal Agent, in its sole discretion, may direct the Collateral Agent to withdraw any or all of the amount on deposit in the Reserve Account, and pay such amount to the Deal Agent, for payment to the Lenders.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (orServicer shall instruct the Account Bank to pay to the following Persons, following its assumption of exclusive control of the Collection Account, 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 extent of Available Funds, the following amounts in the following order of priority, as set forth in the Monthly Report: (i) FIRSTFirst, pro rata, (A) to the Servicer, the accrued and unpaid Servicing Fee and, to the Hedge Counterpartyextent not previously retained by the Servicer, all ancillary fees, including late fees, extension fees, administrative fees or similar charges allowed by Applicable Law and (B) to the Owner Trustee, the accrued and unpaid fees, costs and expenses and any other amounts not otherwise paid which are payable to the Owner Trustee under Article VII of the Trust Agreement, in an amount equal not to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from any prior Payment Date.exceed $[***] per annum; (ii) SECONDSecond, pro rata, (A) to the extent not paid for by UACC, to the Backup Servicer Servicer, so long as it the Backup Servicer has not become been appointed to serve as successor to the Servicer hereunder, the accrued and unpaid Backup Servicing Fee to the Backup Servicer, its accrued and unpaid expenses and indemnities (which expenses and indemnities prior to the occurrence of a Termination Event shall not exceed $[***] per annum), and any Transition Expenses not paid for by the predecessor Servicer pursuant to Section 7.15(e), (B) to the Account Bank, an amount equal to any accrued and unpaid Backup Servicing Fee Account Bank Fee, together with its accrued and unpaid expenses and indemnities (which expenses and indemnities prior to the occurrence of a Termination Event shall not exceed $[***] per annum), and (C) to the extent not previously paid, to the E-Vault Provider, any 155673.00101/154424345v.13 unpaid fees and expenses due and owing in respect of such Payment DateElectronic Contracts maintained in the Warehouse Vault Partition; (iii) Third, any to the extent not paid for by UACC, to the Custodian (if not UACC), the accrued and unpaid Backup Servicing Custodian Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthlyexpenses and indemnities; (iiiiv) THIRDFourth, (A) to the Servicer, Administrative Agent for the ratable payment to each Lender in an amount equal to any accrued and unpaid Servicing Fees (1) Interest on the Loans (plus the Unused Fee), (2) Breakage Costs relating to any Loans and (3) all other Aggregate Unpaids allocable to the Loans Outstanding (other than the Principal Amount of the Loans Outstanding) then due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; providedunder this Agreement to the Administrative Agent, howeverthe Lenders, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed Affected Parties or the Capped Servicing Fee; and Indemnified Parties, for the payment thereof, (B) to the Backup ServicerHedge Counterparty, if it has become (1) any payments required under any Hedge Agreement and (2) any Hedge Breakage Costs due but not paid and (C) to the Successor Servicer, any unpaid Transition Expenses; (iv) FOURTH, to the Deal Agent for the account of the Lender, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (v) FIFTH, during the Revolving Period, to the Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid Expenses payable pursuant to clause (ii) 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 (ASection 7.15(e)); (x) TENTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause (iiiii) above and any such Servicing Fee unpaid from any prior Payment Dateabove; (xiv) ELEVENTHFifth, if an Overcollateralization Increase Event has occurred and is continuing, to the Deal Administrative Agent for the account of any other ratable payment to each Lender, the remaining Available Funds in an amount necessary to reduce the Loans Outstanding until the Collateral Coverage Ratio is equal to the applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in fullAdvance Rate; (xiivi) TWELFTHSixth, to the Borrower any remaining amounts.Administrative Agent for the ratable payment to each Lender, in an amount equal to the Monthly Principal Payment Amount; (bvii) One Business Day per calendar monthSeventh, if (A) the Commitment Termination Date has occurred, the date of which is remaining Available Funds to be chosen by reduce the BorrowerLoans Outstanding and all other Aggregate Unpaids to zero or (B) a Partial Expiration Event has occurred, the Borrower (or, following its assumption of exclusive control remaining funds to reduce pro rata the portion of the Collection Loans Outstanding constituting the Lender Advances of any Non-Extending Lender, to zero; (viii) Eighth, prior to the occurrence of the Termination Date, to the Reserve Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower amount necessary to the Collateral Agent, withdraw from the Collection Account an amount not to exceed cause the amount on deposit therein on to equal the date of such request. The Borrower Reserve Account Required Amount; (orix) Ninth, following its assumption of exclusive control of to the Collection AccountServicer, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contraryOwner Trustee, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection AccountBackup Servicer, the Collateral Agent shall Custodian (if other than UACC), the Account Bank and any Successor Servicer, any fees, expenses and indemnities not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (which shall include electronic transmission) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such payment, will be greater than the amount needed to make the payments required paid pursuant to Section 2.7(a)(iclauses (i) through (xi). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto.iv) above; and (cx) (i) If on Tenth, any Payment Date the remaining amount paid pursuant to Section 2.7(a)(iv) and (v) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) shall withdraw from the Reserve Account an amount equal be distributed to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the LenderBorrower.

Settlement Procedures. (a) On each Payment If on any day any Transferred Receivable becomes (in whole or in part) a Diluted Receivable, the Seller which originated such Receivable shall be deemed to have received on such day a Collection of such Transferred Receivable in the amount of such Diluted Receivable. If such Seller is not the Servicer, such Seller shall pay to the Servicer on or prior to the next Settlement Date and all amounts deemed to have been received pursuant to this subsection. If any payment of Purchase Price is due to such Seller on the Maturity such Settlement Date, such Seller may pay such deemed Collection by crediting the Borrower (or, following its assumption cash portion of exclusive control of the Collection Account, the Collateral Agent) shall withdraw Available Funds and any Excess Reserve Amount (to be applied such Purchase Price 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) 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 any prior Payment Date. (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (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 Lender, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (v) FIFTH, during the Revolving Period, to the Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) 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 (iii) above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xii) TWELFTH, to the Borrower any remaining amountsdeemed Collection. (b) One Business Day per calendar month, Upon discovery by a Seller or the date Purchaser of which is to be chosen by the Borrower, the Borrower (or, following its assumption a breach of exclusive control any of the Collection Accountrepresentations and warranties made by such Seller in Section 4.01(j) with respect to any Transferred Receivable, such party shall give prompt written notice thereof to the Collateral Agent) Purchaser or the relevant Seller, as the case may be, as soon as practicable and in any event within three Business Days following such discovery. Such Seller shall, upon not less than two Business Days’ prior written ' notice of from the Borrower Purchaser or its assignee or designee, repurchase such Transferred Receivable on the next succeeding Settlement Date for a repurchase price equal to the Collateral AgentOutstanding Balance of such Transferred Receivable. Each repurchase of a Transferred Receivable shall include the Related Security with respect to such Transferred Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Transferred Receivable. If such Seller is not the Servicer, withdraw from such Seller shall pay to the Collection Account Servicer on or prior to the next Settlement Date the repurchase price required to be paid pursuant to this subsection. If any payment of Purchase Price is due to such Seller on such Settlement Date, such Seller may pay such repurchase price by crediting the cash portion of such Purchase Price in an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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 equal to such payment, will be greater than the amount needed to make the payments required pursuant to Section 2.7(a)(i) through (xi). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating theretorepurchase price. (c) Except as stated in subsection (ia) If on or (b) of this Section 2.04 or as otherwise required by law or the underlying Contract, all Collections from an Obligor of any Payment Date Transferred Receivable shall be applied to the amount paid pursuant to Section 2.7(a)(iv) and (v) is insufficient to cover all amounts due thereunder on Receivables of such Payment Date Obligor in the Borrower (or, following its assumption of exclusive control order of the Reserve Account, the Collateral Agent) shall withdraw from the Reserve Account an amount equal to the lesser age of such shortfall Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables. (d) Deemed Collections with respect to any Transferred Receivable payable by any Seller under this Section 2.04 shall be paid in Dollars, if such Transferred Receivable is denominated in Dollars, and the amount of funds on deposit shall be paid in the Reserve Account (Canadian Dollars, if such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the LenderTransferred Receivable is denominated in Canadian Dollars.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) 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) 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 any prior Payment Date. (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST 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 LenderLenders, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) Yield and Breakage Costs, (B) the Program Fee, and (C) the Facility 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 LenderLenders, 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 LenderLenders, pro rata, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender 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 (ii) 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 (iii) THIRD above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full;; and (xii) TWELFTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall, upon two Business Days’ ' prior written notice request of the Borrower to the Collateral AgentBorrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall distribute such amount to the Deal Agent for the account of the LenderLenders, to be distributed by the Deal Agent to the Lender Lenders, pro rata, as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) required to effect any such withdrawal or the Deal Agent make any such distribution until an Officer officer of the Servicer or a representative of the Servicer designated by a Responsible Officer 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 (xi). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (vvii) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall pay such amount to the Deal Agent for payment to the LenderLenders.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption so long as no Event of exclusive control of the Collection AccountDefault has occurred and is continuing, the Collateral Agent) Administrator shall withdraw Available Funds direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (and any Excess Reserve Amount (to be applied in accordance with Section 2.7(c)) and investment earnings on amounts on deposit in the Collateral Custodian shall make payment from the Interest Collection Account from the Collection Account and allocate and distribute such amounts to the applicable Person 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: (i1) FIRST, to the Hedge CounterpartyCollateral Custodian, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from any prior Payment Date. (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, in an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthlyCollateral Custodian Fees; (iii2) THIRDpro rata to each Lender, (A) to the Servicer, in 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 ExpensesInterest; (iv3) FOURTH, pro rata to the Deal Agent for the account of the (a) each Lender, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (v) FIFTH, during the Revolving Period, to the Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) 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 accrued and unpaid Commitment Reduction Fee and Breakage Costs and (Bb) to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Affected Parties, the Indemnified Parties, or the Secured Parties, as applicable, all Fees and other amounts, including any Increased Costs, but other than the principal of Advances Outstanding, then due under this Agreement; (4) pro rata to each Lender, if the Required Advance Reduction Amount is greater than zero, an amount necessary to cause reduce the Required Advance Reduction Amount to zero, pro rata in accordance with 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))of Advances Outstanding hereunder; (x5) TENTHto the applicable party, to pay all other Administrative Expenses; (6) to the Backup Servicerapplicable Governmental Authority, any Servicing Fee due Tax or withholding Tax which, if not paid, could result in respect a Lien on the assets of such the Borrower; and (7) any remaining amounts shall be distributed to the Borrower. (b) On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Administrator shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Borrowing Base Certificate) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to clause (iii) above Section 2.7(a), to the Collateral Custodian, in an amount equal to any accrued and any such Servicing Fee unpaid from any prior Payment DateCollateral Custodian Fees; (xi2) ELEVENTH, to the Deal Agent for 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 account of extent not paid pursuant to Section 2.7(a), pro rata to (a) each Lender, in an amount equal to any other accrued and unpaid Commitment Reduction Fee and Breakage Costs and (b) to the Administrative Agent, any applicable PersonLender, the Collateral Custodian, the Affected Parties, the Indemnified Parties, or the Secured Parties, all remaining amounts up other amounts, including any Increased Costs, but other than the principal of Advances Outstanding, then due under this Agreement; (4) to all Aggregate Unpaids 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, other than Capital) until as directed by the Collateral Administrator, to repay Advances Outstanding, return cash to the Principal Collections Account and/or, if the Distribution Conditions are satisfied on such Payment Date, to be paid in fullto the Borrower; (xii6) TWELFTHafter the end of the Revolving Period, to the Borrower in an amount sufficient to pay when due any Tax arising from Gains (including as a result of market discount) incurred prior to the Amendment and Restatement Effective Date (A) in respect of which no distribution has previously been made pursuant to this Section 2.7(b)(6) and (B) not subject to Independent Verification, calculated in accordance with the assumptions set forth in Section 6.5 of the AIV Limited Partnership Agreement as of the date hereof; provided, however, that the aggregate amount of such Gains for purposes of such calculation shall be net of any losses of the AIV, against which such Gains can be offset for tax purposes as of the date of such determination (including any losses of the AIV from prior periods after the Revolving Period which were not utilized to offset Gains in such prior period); (7) after the end of the Revolving Period, to the Borrower in the amount requested by the Borrower pursuant to Section 2.14(b) for distribution by the Borrower to its members as part of the distributions to be made by the Borrower to its members that are required to enable the BDC to qualify annually as a “regulated investment company” under subchapter M of the Code and to avoid a liability for taxes under Section 4982 of the Code; (8) after the end of the Revolving Period or after the occurrence and during the continuation of a Curable BDC Asset Coverage Event, to the Lenders to pay the Advances Outstanding; (9) to the extent not paid pursuant to Section 2.7(a), to the applicable party to pay all other Administrative Expenses; (10) to the extent not paid pursuant to Section 2.7(b)(6), to the applicable Governmental Authority, any Tax or withholding Tax which, if not paid, could result in a Lien on the assets of the Borrower; and (11) any remaining amountsamounts shall be distributed to the Borrower. (bc) One The Collateral Administrator may, in its sole discretion, direct the Collateral Custodian to make a payment to the Borrower or to the Excess Future Funding Account from the Principal Collection Account on any Business Day per calendar monthother 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 date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Accountonly Distribution Condition failed on any Business Day, the Collateral AgentAdministrator 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) shall, upon two Business Days’ prior written notice of a Curable BDC Asset Coverage Event is the only Distribution Condition failed and (ii) the Borrower Payment Conditions are satisfied, the Collateral Administrator may direct the Collateral Custodian to make a payment to the Collateral Agent, withdraw 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 therein on in the date of such request. The Borrower (or, following its assumption of exclusive control of Collection Account to the Collection Account, the Collateral Agent. (h) shall distribute such amount On each Borrowing Base Certificate delivered on any Payment Date where a distribution is requested pursuant to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary2.7(b)(6), the Borrower shall not be permitted (or, following its assumption of exclusive control set forth an itemized computation of the Collection Accountamount 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 which such Borrowing Base Certificate is being delivered, the amount of losses of the Borrower and the AIV available to offset such Gains, the applicable tax rates used in calculating such Taxes, and all other factors used to calculate such Tax. Upon at least one (1) Business Day’s notice to the 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 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 Administrative Agent, unless the determination concludes that there is a five (5) percent or greater overstatement in the amount of distribution set forth in such Borrowing Base Certificate, in which case the fee will be borne by the Borrower and treated as an Administrative Expense. (i) On any Business Day, the Collateral Agent shall not be requiredAdministrator may direct the Collateral Custodian to use amounts on deposit in the Excess Future Funding Account to either (i) to effect any such withdrawal or make a payment under a Future Funding Obligation, and/or (ii) make a deposit into 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 Interest Collection Account (but only to the Collateral Agent extent that (A) amounts on deposit in the Excess Future Funding Account originally came from the Interest Collection Account and the Deal Agent in writing (which shall include electronic transmissionB) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, no Borrowing Base Deficiency exists either immediately prior to or after giving effect to such payment, will be greater than payment or deposit) or the amount needed to make the payments required pursuant to Section 2.7(a)(i) through (xi). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (v) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Principal Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the Lender.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption or at all times after the occurrence and continuance of exclusive control of the Collection Accounta Termination Event, the Collateral Agent) shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.7(c2.6(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) 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 any prior Payment Date.; (ii) SECOND, [Reserved]; (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 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 by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST ▇▇▇▇▇ Fargo in an aggregate amount up to $17,00017,000 per month (the “Cap”); provided, monthlyhowever, that in the event of an acceleration resulting from a Termination Event specified under Section 9.1(e)(i) or Section 9.1(g) hereunder, such Cap will not apply; (iiiiv) THIRDFOURTH, (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; (ivv) FOURTHFIFTH, to the Deal Agent for the account of the LenderLenders, ratably, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts Unused Fee due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (vvi) FIFTHSIXTH, during the Revolving Period, to the Deal Agent for Lenders, ratably (based on the account outstanding principal amount of the Revolving Loans of each Lender), an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vivii) SIXTHSEVENTH, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) EIGHTH, during the Amortization Period, to the Deal Agent for Lenders, ratably (based on the account outstanding principal amount of the Revolving Loans of each Lender), the Additional Principal Payment Amount, until Capital the Aggregate Loan Amount has been reduced to zero; (viiix) SEVENTHNINTH, ratably to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender Lenders and the Backup Servicer, an amount equal to, without double counting, 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 (ii) THIRD above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ixx) NINTHTENTH, 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)); (xxi) TENTHELEVENTH, 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 (iii) FOURTH above and any such Servicing Fee unpaid from any prior Payment Date; (xixii) ELEVENTHTWELFTH, 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 Capitalthe Aggregate Loan Amount) until paid in full;; and (xiixiii) TWELFTHTHIRTEENTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shallmay, upon two Business Days’ prior written notice of the Borrower to the Collateral AgentDeal 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 (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount ratably to the Deal Agent for the account of the LenderLenders, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capitalthe portion of the Aggregate Loan Amount funded or maintained by each such Lender. Notwithstanding anything in this Section 2.7(b2.6(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) required to effect any such withdrawal or the Deal Agent make any such distribution until an Officer officer of the Servicer or a representative of the Servicer designated by a Responsible Officer an officer of the Servicer has certified to the Borrower, the Collateral Agent, the Deal Agent and the Deal Agent 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 2.7(a)(i2.6(a)(i) through (xixii). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv2.6(a)(v) and (vvi) is insufficient to cover all amounts due thereunder on such Payment Date Date, the Borrower (or, following its assumption of exclusive control of the Reserve Account, 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, following its assumption of exclusive control of the Collection Account, 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 for payment (acting at the direction, or with the consent, of the Required Lenders acting in their respective sole discretion), may direct the Collateral Agent to withdraw any or all of the amount on deposit in the Reserve Account, and pay such amount ratably to the LenderLenders.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption or at all times after the occurrence and continuance of exclusive control of the Collection Accounta Termination Event, the Collateral Agent) shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.7(c2.6(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) 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 any prior Payment Date.; (ii) SECOND, [Reserved]; (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 such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket out‑of‑pocket expenses incurred in SST’s capacity as by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST ▇▇▇▇▇ Fargo in an aggregate amount up to $17,00017,000 per month (the “Cap”); provided, monthlyhowever, that in the event of an acceleration resulting from a Termination Event specified under Section 9.1(e)(i) or Section 9.1(g) hereunder, such Cap will not apply; (iiiiv) THIRDFOURTH, (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; (ivv) FOURTHFIFTH, to the Deal Agent for the account of the LenderLenders, ratably, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts Unused Fee due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (vvi) FIFTHSIXTH, during the Revolving Period, to the Deal Agent for Lenders, ratably (based on the account outstanding principal amount of the Revolving Loans of each Lender), an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vivii) SIXTHSEVENTH, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) EIGHTH, during the Amortization Period, to the Deal Agent for Lenders, ratably (based on the account outstanding principal amount of the Revolving Loans of each Lender), the Additional Principal Payment Amount, until Capital the Aggregate Loan Amount has been reduced to zero; (viiix) SEVENTHNINTH, ratably to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender Lenders and the Backup Servicer, an amount equal to, without double counting, 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 (ii) THIRD above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ixx) NINTHTENTH, 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)); (xxi) TENTHELEVENTH, 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 (iii) FOURTH above and any such Servicing Fee unpaid from any prior Payment Date; (xixii) ELEVENTHTWELFTH, 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 Capitalthe Aggregate Loan Amount) until paid in full;; and (xiixiii) TWELFTHTHIRTEENTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shallmay, upon two Business Days’ prior written notice of the Borrower to the Collateral AgentDeal 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 (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount ratably to the Deal Agent for the account of the LenderLenders, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capitalthe portion of the Aggregate Loan Amount funded or maintained by each such Lender. Notwithstanding anything in this Section 2.7(b2.6(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) required to effect any such withdrawal or the Deal Agent make any such distribution until an Officer officer of the Servicer or a representative of the Servicer designated by a Responsible Officer an officer of the Servicer has certified to the Borrower, the Collateral Agent, the Deal Agent and the Deal Agent 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 2.7(a)(i2.6(a)(i) through (xixii). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv2.6(a)(v) and (vvi) is insufficient to cover all amounts due thereunder on such Payment Date Date, the Borrower (or, following its assumption of exclusive control of the Reserve Account, 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, following its assumption of exclusive control of the Collection Account, or the Collateral Agent, as applicable) shall pay such amount ratably to the Deal Agent for payment to the LenderLenders.

Settlement Procedures. (a) On each Payment Date If on any day the Outstanding --------------------- Balance of any Transferred Receivable is reduced or adjusted as a result of any defective, rejected, returned or repossessed Equipment or services or any cash discount or other adjustment made by the Originator, or any setoff or dispute between the Originator and on an Obligor due to a claim arising out of the Maturity Datesame or any other transaction, the Borrower (or, following its assumption Originator shall be deemed to have received on such day a Collection of exclusive control such Transferred Receivable in the amount of such reduction or adjustment. If the Originator is not the Collection AccountAgent, the Collateral Agent) Originator shall withdraw Available Funds and any Excess Reserve Amount (pay 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 Agent on or prior to the applicable Person in the following order of priority: (i) FIRST, next Settlement Date all amounts deemed to the Hedge Counterparty, an amount equal have been received pursuant to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from any prior Payment Datethis subsection. (iib) SECONDUpon discovery by the Originator or the Transferee or the Agent of a breach of any of the representations and warranties made or deemed made by the Originator in Section 4.01(i) with respect to any Transferred Receivable, such party shall give prompt written notice thereof to the Backup Servicer so long other party, as it has not become the Servicer hereunder, an amount equal soon as practicable and in any event within three Business Days following such discovery. The Originator shall be deemed to any accrued and unpaid Backup Servicing Fee due have received a Collection in respect full of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup ServicerTransferred Receivable, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (iii) THIRD, (A) all other Receivables relating to the Servicersame Contract, 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) make available to the Backup Servicer, if it has become Transferee on the Successor Servicer, any Transition Expenses; (iv) FOURTH, to the Deal Agent for the account of the Lender, next succeeding Settlement Date an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts due in respect Outstanding Balance of such Payment Date and any Transferred Receivable. Upon such amounts unpaid from any prior Payment Date; (v) FIFTHamount being made available, during the Revolving Period, Transferee shall retransfer such Transferred Receivables to the Deal Agent for Originator. Each retransfer of a Transferred Receivable shall include the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, Related Security with respect to such Transferred Receivable. If the Backup ServicerOriginator is not the Collection Agent, such Indemnified Amounts the Originator shall include only those Indemnified Amounts not pay to the Collection Agent on or prior to the next Settlement Date the amount required to be paid pursuant to clause (ii) 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 (iii) above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xii) TWELFTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating theretosubsection. (c) Except as stated in subsection (ia) If on or (b) of this Section 2.04 or as otherwise required by law or the underlying Contract, all Collections from an Obligor of any Payment Date Transferred Receivable shall be applied to the amount paid pursuant to Section 2.7(a)(iv) and (v) is insufficient to cover all amounts due thereunder on Receivables of such Payment Date Obligor in the Borrower (or, following its assumption of exclusive control order of the Reserve Account, the Collateral Agent) shall withdraw from the Reserve Account an amount equal to the lesser age of such shortfall and Receivables, starting with the amount of funds on deposit in the Reserve Account (oldest such withdrawalReceivable, a “Reserve Advance”) and deposit unless such amount Obligor designates its payment for application to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the Lenderspecific Receivables.

Settlement Procedures. (a) On As set forth in the Monthly Report, on each Payment Date and on the Maturity Date, the Borrower (oror 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 (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 or account in the following order of priority: (i) FIRST, pari passu (A) 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 any prior Payment Date.Date and (B) to each Account Bank, the amount of any fees, costs or expenses payable to such Account Bank by the Borrower in connection with maintaining the related Controlled Account pursuant to the terms of the applicable Control Agreement to the extent such Account Bank has not previously debited or otherwise paid itself such fees, costs or expenses from the related Controlled Account in accordance with the applicable Control Agreement; (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (iii) THIRD, pari passu (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; 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 Backup Servicer, and 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 continuing); (iviii) FOURTHTHIRD, to the Deal Agent for the account of the LenderLenders, pro rata, an amount equal to the sum of any accrued and unpaid (A) Interest (up after giving effect to an amount not exceeding the any Interest CapTrue-Up Amounts for such Payment Date in accordance with Section 2.4(b)) and Breakage Costs, (B) Yield; (iv) FOURTH, pari passu (A) either (x) during the Program FeeRevolving Period, to the Principal Collection Account for application by the Borrower to purchase additional Loans (or to fund additional Dealer Loan Contracts allocated to the Open Pool of Dealer Loan Contracts securing a Dealer Loan) from the Originator, the amount needed to cause (I) the Collateral Amount to equal or exceed the Minimum Collateral Amount and (II) the Forecasted Collections to equal or exceed the Minimum Forecasted Collections Amount, and if the Minimum Collateral Amount cannot be reached due to an insufficient amount of Loans for purchase by the Borrower, the amount needed to cause (1) the Adjusted Collateral Amount to equal or exceed the Minimum Collateral Amount and (2) the Adjusted Forecasted Collections to equal or exceed the Minimum Forecasted Collections Amount; or (y) during the Amortization Period, to the Lenders, pro rata, the Principal Distributable Amount, until Capital has been reduced to zero, and (CB) to the Facility FeeHedge Counterparty, an amount equal to any accrued and unpaid Hedge Costs constituting termination payments (including any such amounts unpaid from any prior Payment Date); (v) FIFTH, to any Successor Servicer, an amount equal to Reliening Expenses; (vi) SIXTH, to the Lenders, pro rata, an amount equal to the sum of any Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (v) FIFTH, during the Revolving Period, to the Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for Lenders, pro rata based upon the account portion of the Lender, an amount equal to, without double countingsuch amounts owed to each such party, any Interest Cap Carryover.Indemnified Amounts; (viii) EIGHTH, to during the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ix) NINTHRevolving 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)); (xix) TENTHNINTH, pari passu, (A) to the Backup Servicer, any Servicing Fee due in respect of such Payment Dateamounts 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 (iiiB) above and to the Collateral Agent, any such Servicing Fee unpaid from any prior Payment Dateaccrued fees, reasonable out-of-pocket expenses or Indemnified Amounts; (xix) ELEVENTHTENTH, to the Deal Agent Lenders for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full;; and (xiixi) TWELFTHELEVENTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount amounts paid pursuant to Section 2.7(a)(iv2.7(a)(iii) and (vvi) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (oror the Servicer on its behalf), or following its assumption of exclusive control of the Reserve Account, the Collateral Agent) , shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (oror the Servicer on its behalf), or following its assumption of exclusive control of the Collection Reserve Account, the Collateral Agent) , shall pay such amount to the Deal Agent for payment to the LenderLenders.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption so long as no Event of exclusive control of the Collection AccountDefault has occurred and is continuing, the Collateral AgentManager 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 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 make payment from the Interest Collection Account from the Collection Account and allocate and distribute such amounts to the applicable Person 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: (i1) FIRST, to the Hedge CounterpartyCollateral Custodian and the Securities Intermediary pro rata, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from any prior Payment Date. (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, in an amount equal to any accrued and unpaid Backup Servicing Fee Collateral Custodian Fees; (2) to the Hedge Counterparty, the aggregate net amount then due in respect and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs); (3) to the Collateral Manager (including, for avoidance of such Payment Datedoubt, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup the Replacement Servicer, and if applicable), first, to pay any accrued and unpaid Indemnified Amounts owed by Collateral Management Fees and, second, to pay all documented fees and expenses of the Borrower Collateral Manager (including, without limitation, reasonable attorney’s fees, costs and expenses) in an aggregate amount with respect to SST up to such documented fees and expenses in any rolling 12-month period not greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $17,000250,000; provided that so long as CM Investment Partners LLC is Collateral Manager, monthly;such fee shall be waived until such time as IM directs the Custodian otherwise; [Investcorp] Loan and Security Agreement (iii) THIRD, (A4) to the ServicerAdministrative Agent, in an amount equal to any accrued and unpaid Servicing Fees due fees, expenses and indemnities set forth 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 Transaction Documents; (B5) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (iv) FOURTH, Administrative Agent to the Deal Agent for the account of the be distributed pro rata to each Lender, in an amount equal to the sum of (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (Ab) Interest any accrued and unpaid Non-Usage Fee (up such Non-Usage Fee to an amount not exceeding be allocated based on the Interest Capunused Commitment of each Lender) and (c) any accrued and unpaid 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; (v6) FIFTHto the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement; (7) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to, if the Facility Amount has been terminated in whole pursuant to Section 2.3(c), the Advances Outstanding; (8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders; (9) to the Administrative Agent to be distributed pro rata to each Lender, if a Borrowing Base Deficiency exists, an amount necessary to reduce the Borrowing Base Deficiency to zero, pro rata in accordance with the amount of Advances Outstanding hereunder; (a) during the Revolving Period, to fund the Deal Agent for the account of the Lender, Unfunded Exposure Account in an amount necessary to cause all amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (b) after the Revolving Period, to fund the Monthly Principal Payment Amount for such Payment DateUnfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (vi11) SIXTH, during the Amortization Period, to the Deal Administrative Agent for to be distributed to the account of the Administrative Agent, any applicable Lender, the Additional Principal Payment AmountCollateral Custodian and the Securities Intermediary, until Capital has been reduced to zero; (vii) SEVENTHthe Indemnified Parties, to or the Deal Agent for the account of the LenderSecured Parties, an amount equal toas applicable, all other amounts then due and owing, including, without double countinglimitation, any Interest Cap Carryover. (viii) EIGHTHunpaid Administrative Expenses, to any amounts accrued and unpaid under the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double countingFee Letter, Increased Costs, Taxes, indemnities, but other than the principal of Advances Outstanding, then due under this Agreement; and (12) any Additional Amounts and Indemnified Amounts (provided that, with respect remaining amounts shall be distributed to the Backup ServicerBorrower 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 Indemnified Amounts shall include only those Indemnified Amounts Reporting Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to clause (ii) above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ix) NINTHSection 2.7(a), to the Reserve AccountCollateral Custodian and the Securities Intermediary, (A) pro rata, in an amount equal to any outstanding Reserve 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 accrued and unpaid Interest with respect to Advances made by such ▇▇▇▇▇▇, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (Bc) any accrued and unpaid Breakage Costs; (6) to the extent not paid pursuant to Section 2.7(a), to the Hedge Counterparty, any other unpaid amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement; (7) to the extent not paid pursuant to Section 2.7(a), to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to if the Facility Amount has been terminated in whole pursuant to Section 2.3(c), the Advances Outstanding; (8) to the extent not paid pursuant to Section 2.7(a), to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders; [Investcorp] Loan and Security Agreement (9) (x) during the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause all amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (y) after the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause the amount on deposit amounts in the Reserve Unfunded Exposure Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A))Aggregate Unfunded Exposure Amount; (x10) TENTH, to (a) during the Backup Servicer, any Servicing Fee due in respect of such Payment DateRevolving Period, to the extent not paid pursuant to clause (iii) above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTHSection 2.7(a), to the Deal Administrative Agent for to be distributed pro rata to each Lender, if a Borrowing Base Deficiency exists, an amount necessary to reduce the account Borrowing Base Deficiency to zero, pro rata in accordance with the amount of any other applicable Person, all remaining amounts up to all Aggregate Unpaids Advances Outstanding hereunder and (during b) after the end of the Revolving Period, other than Capital) until paid in fullto the Lenders to pay the Advances Outstanding; (xii) TWELFTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b11) to the contrary, the Borrower shall extent not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (v) is insufficient 2.7(a), to cover all amounts due thereunder on such Payment Date the Borrower (orAdministrative Agent to be distributed pro rata to the Administrative Agent, following its assumption of exclusive control of the Reserve Accountany applicable Lender, the Collateral AgentCustodian, the Securities Intermediary, the Indemnified Parties, or the Secured Parties, all other amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel, but other than the principal of Advances Outstanding, then due under this Agreement; and (12) any remaining amounts shall withdraw from the Reserve Account an amount equal be distributed to the lesser of such shortfall and Borrower or any nominee thereof, which amounts may be used by the amount of funds Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on deposit in the Reserve Account (such withdrawalBorrower’s behalf pursuant to this Agreement, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the Lenderextent not otherwise reimbursed hereunder.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) 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) 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 any prior Payment Date. (ii) SECOND, to the 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 such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (iiiiv) THIRDFOURTH, (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; (ivv) FOURTHFIFTH, to the Deal Agent for the account of the LenderLenders, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) 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; (vvi) FIFTHSIXTH, during the Revolving Period, to the Deal Agent for the account of the LenderLenders, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vivii) SIXTHSEVENTH, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) EIGHTH, (i) during the Revolving Period with respect to each Dissenting Investor, pro rata, an amount equal to its outstanding Capital until such Dissenting Investor’s Capital has been reduced to zero and (ii) during the Amortization Period, to the Deal Agent for the account of the LenderLenders, pro rata, the Additional Principal Payment Amount, until Capital has been reduced to zero; (viiix) SEVENTHNINTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender Lenders and the Backup Servicer, an amount equal to, without double counting, 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 (ii) THIRD above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ixx) NINTHTENTH, 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)); (xxi) TENTHELEVENTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause (iii) FOURTH above and any such Servicing Fee unpaid from any prior Payment Date; (xixii) ELEVENTHTWELFTH, 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; (xiixiii) TWELFTHTHIRTEENTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall, upon two Business Days’ prior written notice request of the Borrower to the Collateral AgentBorrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall distribute such amount to the Deal Agent for the account of the LenderLenders, to be distributed by the Deal Agent to the Lender Lenders, pro rata, as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) 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 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 (xixii). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv2.7(a)(v) and (vvi) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall pay such amount to the Deal Agent for payment to the LenderLenders.

Settlement Procedures. (a) On each Payment Date and on occurring prior to the Maturity Dateoccurrence of a Default or Event of Default, the Borrower (orAccount Bank shall, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.7(c)) the Account Control Agreement and investment earnings on to the extent of Available Funds for such Payment Date and amounts on deposit in the Collection Account from the Collection Expense Reserve Account and allocate and distribute such amounts the Interest Reserve Account, pay to the applicable Person following Persons the following amounts in the following order of priority: (i) FIRSTfirst, 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 any prior Payment Date. (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunderLender, an amount equal to any accrued and unpaid Backup Servicing Fee (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 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, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Date and (C) to the Servicer, and any the accrued and unpaid Indemnified Amounts owed by Servicing Fee and expenses of the Borrower Servicer (such expenses not to SST up to exceed $17,000, monthly25,000 in the aggregate in any calendar year); (iii) THIRDthird, (A) to the ServicerExpense Reserve Account, an amount equal to any accrued and unpaid Servicing Fees due in respect of additional amounts required on such Payment Date and any Servicing Fees unpaid from any prior to increase the Expense Reserve Account balance up to the Expense Reserve Required Balance on such 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) FOURTHfourth, to the Deal Agent for the account of the LenderInterest Reserve Account, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts due in respect of additional amounts required on such Payment Date and any to increase the Interest Reserve Account balance up to the Interest Reserve Account Required Balance on such amounts unpaid from any prior Payment Date; (v) FIFTH, during the Revolving Periodfifth, to the Deal Agent for Lender, all remaining amounts to be applied to reduce the account Note Balance to zero; (vi) sixth, pro rata to pay (A) to the Custodian, any amounts in respect of indemnification claims that are not directly reimbursed by the Borrowers pursuant to the Custodial Agreement or reimbursed pursuant to clause second above; (B) to the Account Bank, any amounts in respect of indemnification claims that are not directly reimbursed by the Borrowers with respect to Account Bank’s duties and obligations under any Account Agreement; and (C) to the Servicer, any amounts in respect of fees and expenses not reimbursed pursuant to clause second above; and (vii) seventh, any remaining amount shall be distributed to the Borrowers free and clear of any interest of the Lender. (b) On or after the occurrence of a Default or Event of Default, all amounts deposited in the Collection Account and amounts on deposit in the Escrow Account, the Expense Reserve Account and the Interest Reserve Account shall be applied by Account Bank, on the Business Day next following the Business Day on which each amount is so deposited, in the following order of priority: (i) first, to pay to the Lender an amount equal to any fees and expenses then due and payable from the Borrowers to the Lender under the Transaction Documents; (ii) second, to pay to the Lender an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender accrued and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, unpaid with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) above) due in respect Principal Amount of such Payment Date and unpaid from any prior Payment Dateall Loans outstanding; (ixiii) NINTHthird, to pay to the Reserve Account, (A) Lender an amount equal to any outstanding Reserve Advances all Indemnified Amounts then due and (B) payable from the amount necessary Borrowers to cause the amount on deposit in Lender under the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A))Transactions Documents; (iv) fourth, pro rata, to pay (A) to the Custodian (x) TENTHany Custodian Fees and any taxes, costs, expenses, charges and other amounts (other than indemnities) which are then due and payable to the Backup Servicer, Custodian under or in connection with the Custodial Agreement and (y) any Servicing Fee due amounts in respect of such Payment Date, indemnification claims that are not directly reimbursed by the Borrowers pursuant to the extent not paid pursuant to clause (iii) above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid Custodial Agreement in full; (xii) TWELFTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed $25,000 in the amount on deposit therein on aggregate for so long as this Agreement is in effect, and (B) to the date of such request. The Borrower Account Bank any fees, costs, expenses, charges and other amounts (orother 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, following its assumption of exclusive control the accrued and unpaid Servicing Fee and the expenses of the Collection AccountServicer (such expenses not to exceed $25,000 in the aggregate in any calendar year); (v) fifth, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed reduce the Note Balance to zero; and (vi) sixth, pro rata to pay (A) to the Custodian, any amounts in respect of indemnification claims that are not directly reimbursed by the Deal Agent Borrowers pursuant to the Custodial Agreement or reimbursed pursuant to clause fourth above; (B) to the Account Bank, any amounts in respect of indemnification claims that are not directly reimbursed by the Borrowers with respect to Account Bank’s duties and obligations under any Account Agreement and (C) to the Servicer, any amounts in respect of fees and expenses not reimbursed pursuant to clause fourth above. (c) If on any date a Borrowing Base Deficiency exists, then no later than three (3) Business Days after the earlier of receipt by the Borrowers of notice thereof from the Lender or knowledge thereof by the Borrowers, the Borrowers shall (i) transfer, in immediately available funds, to Lender an amount to be applied to reduce the outstanding Note Balance, or (ii) if acceptable to the Lender as a payment (in reduction of Capital. Notwithstanding anything its sole discretion) pledge additional Eligible Tax Liens for no additional consideration, in this Section 2.7(b) to the contraryeach case, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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 paymenttransfers, will be greater than the amount needed to make the payments required pursuant to Section 2.7(a)(i) through (xi). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating theretono Borrowing Base Deficiency exists. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (v) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the Lender.

Settlement Procedures. (a) On each Payment Date and the Servicer on the Maturity Date, behalf of the Borrower shall pay for receipt by the applicable Lender no later than 11:00 a.m. (orNew York City time) to the following Persons, following its assumption of exclusive control of from (i) the Collection Account, to the Collateral Agentextent of available funds and (ii) shall withdraw Available Funds and amounts received in respect of any Excess Reserve Amount Hedge Agreement during such Settlement Period (to be applied the sum of such amounts described in accordance with Section 2.7(c)clauses (i) and investment earnings on (ii) being the “Available Collections”) the following 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: (a) To the extent of available Interest Collections and any amounts on deposit in the Reserve Account in excess of the Reserve Account Required Amount: (i) 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 any prior Payment Date. (ii) SECONDFirst, to the Backup Servicer so long (including in its capacity as it has Successor Servicer, if applicable), in amount equal to any accrued and unpaid currently due Backup Servicer Fee, all unpaid Backup Servicer Fees due from a prior Payment Date, any unpaid Backup Servicer Expenses and amounts due to the Backup Servicer as an Indemnified Party, and any Transition Costs, for the payment thereof; provided that the amount of Transition Costs payable under this clause Second shall not become exceed $100,000 in the Servicer hereunderaggregate with respect to such Payment Date; (ii) Second, to the Trustee in an amount equal to any accrued and unpaid Backup Servicing Fee currently due in respect of such Payment DateTrustee Fee, any all unpaid Backup Servicing Fee Trustee Fees due from any a prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicerall unpaid Trustee Expenses, and any accrued and unpaid other amounts due to the Trustee as an Indemnified Amounts owed by Party, for the Borrower to SST up to $17,000, monthlypayment thereof; (iii) THIRDThird, (A) to the initial Servicer, in an amount equal to its accrued and unpaid Senior Portion of Servicing Fee and (B) to any Successor Servicer, the accrued and unpaid Servicing Fee and Market Servicing Fee Differential to the end of the preceding Collection Period, for the payment thereof; provided that the amount of Market Servicing Fee Differential payable in any 12-month period under this clause Third shall not exceed 0.25% of the Aggregate Outstanding Principal Balance; (iv) Fourth, pro rata to each Lender in an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (iv) FOURTH, to the Deal Agent for the account of the Lender, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) for 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 Datepayment thereof; (v) FIFTH, during the Revolving Period, to the Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ix) NINTHFifth, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause amount, if necessary, required for 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))Required Amount; (vi) Sixth, pro rata to the Lenders, (A) if an Event of Default shall not have occurred and be continuing, (x) TENTHin the first twelve months following the Closing Date, if the Loan-to-Value Ratio shall exceed 52%, in an amount necessary to reduce the Loans Outstanding such that the Loan-to-Value Ratio shall not exceed 52%, for the payment thereof and (y) thereafter, if the Loan-to-Value Test shall not be satisfied, in an amount necessary to reduce the Loans Outstanding such that the Loan-to-Value Ratio Test shall be satisfied, for the payment thereof and (B) if an Event of Default has occurred and is continuing, pro rata to the Lenders, in an amount necessary to reduce the Loans Outstanding to zero, for the payment thereof; (vii) Seventh, to the Servicer, (x) all Indemnified Amounts and (y) reimbursement of all expenses payable to it pursuant to Section 7.7 and any other amounts then due to it under this Agreement, for the payment thereof; and (viii) Eighth, all remaining amounts shall be distributed to the Borrower. (b) To the extent of available Principal Collections: (i) First, to the parties listed above, any amount remaining unpaid pursuant to clauses First through Fifth under clause (a) above, in accordance with the priority set forth thereunder; (ii) Second, pro rata to the Lenders, in an amount necessary to reduce the Loans Outstanding to zero, for the payment thereof; (iii) Third, to the Administrative Agent, the Lenders, the Affected Parties and the Indemnified Parties (other than the Servicer, if the Servicer is an Affiliate of the Borrower), pro rata in accordance with the amount owed to such Person under this clause Fourth, all other amounts (other than Loans Outstanding) then due under this Agreement, for the payment thereof; (iv) Fourth, to the extent not paid by the Servicer, to the Backup Servicer, to the Trustee, and to any Successor Servicer, as applicable, pro rata in accordance with the amount owed to such Person under this clause Fourth, in an amount equal to any accrued and unpaid Backup Servicer Expenses, Trustee Expenses, Market Servicing Fee due in respect of such Payment DateDifferential, Servicing Fee and Transition Costs, for the payment thereof; (v) Fifth, to the extent not paid Servicer (if an Affiliate of the Borrower), (x) all Indemnified Amounts and (y) reimbursement of all expenses payable to it pursuant to clause (iii) above Section 7.7 and any such Servicing Fee unpaid from any prior Payment Date;other amounts then due to it under this Agreement, for the payment thereof; and (xivi) ELEVENTH, to the Deal Agent for the account of any other applicable PersonSixth, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xii) TWELFTH, shall be distributed to the Borrower any remaining amountsBorrower. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (v) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the Lender.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) 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) 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 any prior Payment Date. (ii) SECOND, to the 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 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 by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (iiiiv) THIRDFOURTH, (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; (ivv) FOURTHFIFTH, to the Deal Agent for the account of the LenderLenders, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) Yield and Breakage Costs, (B) the Program Fee, and (C) the Facility 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; (vvi) FIFTHSIXTH, during the Revolving Period, to the Deal Agent for the account of the LenderLenders, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vivii) SIXTHSEVENTH, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) EIGHTH, (i) during the Revolving Period with respect to each Dissenting Investor after the time its Commitment has been reduced to zero pursuant to Section 2.1(b)(iv), pro rata, an amount equal to its outstanding Capital until such Dissenting Investor’s Capital has been reduced to zero and (ii) during the Amortization Period, to the Deal Agent for the account of the LenderLenders, pro rata, the Additional Principal Payment Amount, until Capital has been reduced to zero; (viiix) SEVENTHNINTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender Lenders and the Backup Servicer, an amount equal to, without double counting, 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 (ii) THIRD above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ixx) NINTHTENTH, 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)); (xxi) TENTHELEVENTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause (iii) FOURTH above and any such Servicing Fee unpaid from any prior Payment Date; (xixii) ELEVENTHTWELFTH, 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; (xiixiii) TWELFTHTHIRTEENTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall, upon two Business Days’ prior written notice request of the Borrower to the Collateral AgentBorrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall distribute such amount to the Deal Agent for the account of the LenderLenders, to be distributed by the Deal Agent to the Lender Lenders, pro rata, as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) 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 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 (xixii). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv2.7(a)(v) and (vvi) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall pay such amount to the Deal Agent for payment to the Lender.Lenders.(i)

Settlement Procedures. (a) On Prior to the Collateralization Date, on each Payment Date and on the Maturity Date, the Borrower Servicer shall pay (oror shall instruct the Qualified Institution then holding the ABS Collateral Account to pay) to the following Persons, following its assumption from the ABS Collateral Account to the extent of exclusive control of the Collection Account, 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 therein, and the Collection Account from the Collection Account and allocate and distribute Borrower shall pay, after application of such Available Funds, all remaining amounts to the applicable Person set forth below in the following order of priority: (i) FIRSTFirst, to the Hedge CounterpartyServicer, in an amount equal to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from any prior Payment Date.Unreimbursed Servicer Advances; (ii) SECONDSecond, to the Backup Servicer so long as it has Servicer, the accrued and unpaid Servicing Fee; (iii) Third, if a Collateral Custodian is appointed and, to the extent not become the Servicer hereunderpaid for by Santander Consumer, to such Collateral Custodian, in an amount equal to any accrued and unpaid Backup Servicing Fee due Collateral Custodian Fee; (iv) Fourth, pro rata, to the Deal Agent for the payment, on a pari passu basis to each Lender, in respect of an amount equal to (A) the Monthly Interest Payment Amount for such Payment Date, (B) any unpaid Backup Servicing Fee from Breakage Costs, (C)any accrued and unpaid Unused Facility Fees and (D) any prior Upfront Fees payable on such Payment Date; (v) Fifth, to any Successor Servicer, any unpaid Transition Expenses payable pursuant to Section 7.12(e); (vi) Sixth, to the Deal Agent for the ratable payment to each Lender, the Monthly Principal Payment Amount with respect to such Payment Date; and (vii) Seventh, to the Deal Agent for the ratable payment to the appropriate entities in an amount equal to all other Aggregate Unpaids (other than the Loans Outstanding) then due to the Secured Parties, the Deal Agent, the Affected Parties or the Indemnified Parties for the payment thereof; and (viii) Eighth, any remaining amount shall be distributed to the Borrower. (b) On or after the Collateralization Date, on each Payment Date, any reasonable out-of-pocket expenses incurred 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 SST’s capacity as Backup the following order of priority: (i) First, to the Servicer, and in an amount equal to any Unreimbursed Servicer Advances; (ii) Second, to the Servicer, the accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthlyServicing Fee; (iii) THIRDThird, (A) if a Collateral Custodian is appointed and, to the Servicerextent not paid for by Santander Consumer, to the Collateral Custodian, in 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 Collateral Custodian Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (iv) FOURTHFourth, pro rata, to the Deal Agent for the account of the payment, on a pari passu basis to each Lender, in an amount equal to (A) the sum of Monthly Interest Payment Amount for such Payment Date, (B) any unpaid Breakage Costs, (C) any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, Unused Facility Fees and (CD) the Facility Fee, Increased Costs and any Additional Amounts due in respect of Upfront Fees payable on such Payment Date and any such amounts unpaid from any prior Payment Date; (v) FIFTHFifth, during the Revolving Periodto any Successor Servicer, any unpaid Transition Expenses payable pursuant to Section 7.12(e); (vi) Sixth, to the Deal Agent for the account of the ratable payment to each Lender, an amount equal to the Monthly Principal Payment Amount for with respect to such Payment Date; (vivii) SIXTH, during the Amortization PeriodSeventh, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, ratable payment to the Deal Agent for the account of the Lender, appropriate entities in an amount equal toto all other Aggregate Unpaids (other than the Loans Outstanding) then due to the Secured Parties, without double countingthe Deal Agent, any Interest Cap Carryover.the Affected Parties or the Indemnified Parties, for the payment thereof; and (viii) EIGHTHEighth, any remaining amount shall be distributed to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) above) due in respect of such Payment Date and unpaid from any prior Payment Date; (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 (iii) above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xii) TWELFTH, to the Borrower any remaining amountsBorrower. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (v) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the Lender.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption or at all times after the occurrence and continuance of exclusive control of the Collection Accounta Termination Event, the Collateral Agent) shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.7(c2.6(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) 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 any prior Payment Date.; (ii) SECOND, [Reserved]; (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 such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket out‑of‑pocket expenses incurred in SST’s capacity as by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST ▇▇▇▇▇ Fargo up to $17,000, monthly; (iiiiv) THIRDFOURTH, (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; (ivv) FOURTHFIFTH, to the Deal Agent for the account of the LenderLenders, ratably, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts Unused Fee due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (vvi) FIFTHSIXTH, during the Revolving Period, to the Deal Agent for Lenders, ratably (based on the account outstanding principal amount of the Revolving Loans of each Lender), an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vivii) SIXTHSEVENTH, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) EIGHTH, during the Amortization Period, to the Deal Agent for Lenders, ratably (based on the account outstanding principal amount of the Revolving Loans of each Lender), the Additional Principal Payment Amount, until Capital the Aggregate Loan Amount has been reduced to zero; (viiix) SEVENTHNINTH, ratably to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender Lenders and the Backup Servicer, an amount equal to, without double counting, 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 (ii) THIRD above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ixx) NINTHTENTH, 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)); (xxi) TENTHELEVENTH, 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 (iii) FOURTH above and any such Servicing Fee unpaid from any prior Payment Date; (xixii) ELEVENTHTWELFTH, 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 Capitalthe Aggregate Loan Amount) until paid in full;; and (xiixiii) TWELFTHTHIRTEENTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shallmay, upon two Business Days’ prior written notice of the Borrower to the Collateral AgentDeal 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 (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount ratably to the Deal Agent for the account of the LenderLenders, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capitalthe portion of the Aggregate Loan Amount funded or maintained by each such Lender. Notwithstanding anything in this Section 2.7(b2.6(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) required to effect any such withdrawal or the Deal Agent make any such distribution until an Officer officer of the Servicer or a representative of the Servicer designated by a Responsible Officer an officer of the Servicer has certified to the Borrower, the Collateral Agent, the Deal Agent and the Deal Agent 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 2.7(a)(i2.6(a)(i) through (xixii). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv2.6(a)(v) and (vvi) is insufficient to cover all amounts due thereunder on such Payment Date Date, the Borrower (or, following its assumption of exclusive control of the Reserve Account, 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, following its assumption of exclusive control of the Collection Account, 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 for payment (acting at the direction, or with the consent, of the Required Lenders acting in their respective sole discretion), may direct the Collateral Agent to withdraw any or all of the amount on deposit in the Reserve Account, and pay such amount ratably to the LenderLenders.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption so long as no Event of exclusive control of the Collection AccountDefault has occurred and is continuing, the Collateral Agent) Manager shall withdraw Available Funds 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 any Excess Reserve Amount (the Collateral Custodian shall direct the Account Bank to be applied in accordance with Section 2.7(c)) and investment earnings on amounts on deposit in make payment from the Interest Collection Account from the Collection Account and allocate and distribute such amounts to the applicable Person 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: (i1) FIRST, to the Hedge CounterpartyCollateral Custodian, an amount equal to any Hedge Costs (exclusive of termination payments) the Document Custodian, and any such Hedge Costs (exclusive of termination payments) unpaid from any prior Payment Date. (ii) SECONDthe Account Bank pro rata, to the Backup Servicer so long as it has not become the Servicer hereunder, in an amount equal to any accrued and unpaid Backup Servicing Fee Collateral Custodian Fees; (2) to the Hedge Counterparty, the aggregate net amount then due in respect and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs); (3) to the Collateral Manager (including, for avoidance of such Payment Datedoubt, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup the Replacement Servicer, and if applicable), first, to pay any accrued and unpaid Indemnified Amounts owed by Collateral Management Fees and, second, to pay all documented fees and expenses of the Borrower Collateral Manager (including, without limitation, reasonable attorney’s fees, costs and expenses) in an aggregate amount with respect to SST up to such documented fees and expenses in any rolling 12-month period not greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $17,000250,000; provided that so long as CM Investment Partners LLC is Collateral Manager, monthlysuch fee shall be waived until such time as Collateral Manager directs the Collateral Custodian otherwise; (iii) THIRD, (A4) to the ServicerAdministrative Agent, in an amount equal to any accrued and unpaid Servicing Fees due fees, expenses and indemnities set forth in respect the Transaction Documents, including, for the avoidance 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 Servicerdoubt, any Transition accrued and unpaid fees, expenses and indemnities of Administrative Agent and unpaid Administrative Expenses; (iv5) FOURTH, to the Deal Administrative Agent for the account of the to be distributed pro rata to each Lender, in an amount equal to the sum of (a) any accrued and unpaid Interest with respect to Advances made by such ▇▇▇▇▇▇, (Ab) Interest any accrued and unpaid Non‑Usage Fee (up such Non-Usage Fee to an amount not exceeding be allocated based on the Interest Capunused Commitment of each Lender) and (c) any accrued and unpaid 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; (v6) FIFTHto the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement; (7) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to, if the Facility Amount has been terminated in whole pursuant to Section 2.3(c), the Advances Outstanding; (8) [Reserved]; (9) to the Administrative Agent to be distributed pro rata to each Lender, if a Borrowing Base Deficiency exists, an amount necessary to reduce the Borrowing Base Deficiency to zero, pro rata in accordance with the amount of Advances Outstanding hereunder; (10) (a) during the Revolving Period, to fund the Deal Agent for the account of the Lender, Unfunded Exposure Account in an amount necessary to cause all amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (b) after the Revolving Period, to fund the Monthly Principal Payment Amount for such Payment DateUnfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (vi11) SIXTHfirst, during to be distributed to the Amortization PeriodCollateral Custodian, Document Custodian and Account Bank, any accrued and unpaid Collateral Custodian Fees not paid pursuant to Section 2.7(a)(1), and second, to the Deal Administrative Agent for to be distributed to the account of the Administrative Agent, any applicable Lender, and the Additional Principal Payment AmountIndemnified Parties, until Capital has been reduced to zero; (vii) SEVENTHor the Secured Parties, to the Deal Agent for the account of the Lenderas applicable, an amount equal toall other amounts then due and owing, including, without double countinglimitation, any Interest Cap Carryover. (viii) EIGHTHunpaid Administrative Expenses, to any amounts accrued and unpaid under the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double countingFee Letter, Increased Costs, Taxes, indemnities, but other than the principal of Advances Outstanding, then due under this Agreement; and (12) any Additional Amounts and Indemnified Amounts (provided that, with respect remaining amounts shall be distributed to the Backup ServicerBorrower 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 Indemnified Amounts shall include only those Indemnified Amounts Reporting Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to clause (ii) above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ix) NINTHSection 2.7(a), to the Reserve AccountCollateral Custodian, (A) the Document Custodian and the Account Bank, pro rata, in an amount equal to any outstanding Reserve 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; (5) to the extent not paid pursuant to Section 2.7(a), to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such ▇▇▇▇▇▇, (b) any accrued and unpaid Non‑Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (Bc) any accrued and unpaid Breakage Costs; (6) to the extent not paid pursuant to Section 2.7(a), to the Hedge Counterparty, any other unpaid amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement; (7) to the extent not paid pursuant to Section 2.7(a), to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to if the Facility Amount has been terminated in whole pursuant to Section 2.3(c), the Advances Outstanding; (8) [Reserved]; (9) (x) during the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause all amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (y) after the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause the amount on deposit amounts in the Reserve Unfunded Exposure Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A))Aggregate Unfunded Exposure Amount; (x10) TENTH, to (a) during the Backup Servicer, any Servicing Fee due in respect of such Payment DateRevolving Period, to the extent not paid pursuant to clause (iii) above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTHSection 2.7(a), to the Deal Administrative Agent for to be distributed pro rata to each Lender, if a Borrowing Base Deficiency exists, an amount necessary to reduce the account Borrowing Base Deficiency to zero, pro rata in accordance with the amount of any other applicable Person, all remaining amounts up to all Aggregate Unpaids Advances Outstanding hereunder and (during b) after the end of the Revolving Period, other than Capital) until paid in fullto the Lenders to pay the Advances Outstanding; (xii11) TWELFTH, to the Borrower any remaining amounts. (b) One Business Day per calendar monthextent not paid pursuant to Section 2.7(a), the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lenderfirst, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent Custodian, Document Custodian 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 AmountAccount Bank, after giving effect to such payment, will be greater than the amount needed to make the payments required pursuant to Section 2.7(a)(i) through (xi). Any such prepayment of principal shall include all any accrued and unpaid Interest Collateral Custodian Fees, and second, to the Administrative Agent to be distributed pro rata to the Administrative Agent, any applicable Breakage Costs relating thereto.Lender, and the Indemnified Parties, or the Secured Parties, all other amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel, but other than the principal of Advances Outstanding, then due under this Agreement; and (c12) (i) If 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, provided, that Borrower shall first reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on any Payment Date the amount paid Borrower’s behalf pursuant to Section 2.7(a)(iv) and (v) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (orthis Agreement, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the Lenderextent not otherwise reimbursed hereunder.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) 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) 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 any prior Payment Date. (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST the Backup Servicer in an aggregate amount up to $17,00017,000 per month (the “Cap”); provided, monthlyhowever, that in the event of an acceleration resulting from a Termination Event specified under Section 10.1(d)(i) or Section 10.1(f) hereunder, such Cap will not apply; (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 LenderLenders, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) Yield and Breakage Costs, (B) the Program Fee, and (C) the Facility 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 LenderLenders, 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 LenderLenders, pro rata, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender 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 (ii) 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 (iii) THIRD above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full;; and (xii) TWELFTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (v) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the Lender.

Settlement Procedures. (a) On As set forth in the Monthly Report, on each Payment Date and on the Maturity Date, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) 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) 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 any prior Payment Date. (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (iii) THIRDpari passu, (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; (C) to the Backup Servicer, so long as it has not become the Successor Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed to the Backup Servicer; and (D) to the Collateral Agent, accrued and unpaid Collateral Agent Fee due in respect of such Payment Date, any unpaid Collateral Agent Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Collateral Agent, and any accrued and unpaid Indemnified Amounts owed to the Collateral Agent, in the case of clauses (ii)(C) and (ii)(D) prior to a Termination Event, up to Capped Backup Servicer and Collateral Agent Fees and Expenses, monthly; (iviii) FOURTHTHIRD, to the Deal Agent for the account of the LenderLenders, pro rata, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) Yield and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, any Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (iv) FOURTH, to the Lenders, pro rata based upon the portion of such amounts owed to each such party, any Indemnified Amounts; (v) FIFTH, (A) during the Revolving Period, to the Deal Agent Principal Collection Account for application by the account of the Lender, an amount equal Borrower to purchase additional Loans (or to fund additional Dealer Loan Contracts allocated to the Monthly Principal Payment Open Pool of Dealer Loan Contracts securing a Dealer Loan) from the Originator, the amount needed to cause the Collateral Amount to at least equal the Minimum Collateral Amount, and if the Minimum Collateral Amount cannot be reached due to an insufficient amount of Loans for such Payment Date; purchase by the Borrower, the amount needed to cause 21894287.12 the Adjusted Collateral Amount to equal the Minimum Collateral Amount; and (viB) SIXTH, during the Amortization Period, to the Deal Agent for the account of the LenderLenders, pro rata, the Additional Principal Payment Distributable Amount, until Capital has been reduced to zero; (viivi) SEVENTHSIXTH, to during the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ix) NINTHRevolving 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)); (xvii) TENTHSEVENTH, pari passu, (A) to the Backup Servicer, any Servicing Fee due in respect of such Payment Dateamounts owed to the Backup Servicer, to the extent not paid pursuant to clause (iiiii)(C) above and (B) to the Collateral Agent, any such Servicing Fee unpaid from any prior Payment Dateaccrued fees, reasonable out-of-pocket expenses or Indemnified Amounts to the extent not paid pursuant to clause (ii)(D), in the case of clauses (ii)(C) and (ii)(D), due to the Capped Backup Servicer and Collateral Agent Fees and Expenses; (xiviii) ELEVENTHEIGHTH, to the Deal Agent Lenders for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xiiix) TWELFTHNINTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv2.7(a)(iii) and (v) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall pay such amount to the Deal Agent for payment to the LenderLenders.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower Collateral Agent shall (or, following its assumption of exclusive control of based solely on the Collection Account, information set forth in the Collateral AgentMonthly Report delivered on the related Determination Date) shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.7(c2.6(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) FIRST, to the Hedge Counterparty, an amount equal to any Hedge Costs (exclusive of termination payments) Collateral Agent and any such Hedge Costs (exclusive of termination payments) unpaid from any prior Payment Date. (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable and documented out-of-pocket expenses incurred in SST’s capacity as by the Backup ServicerServicer and the Collateral Agent, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST the Backup Servicer and the Collateral Agent; provided, however, that solely prior to an Event of Default occurring, the amount of any such expenses and Indemnified Amounts shall be in an aggregate amount up to $17,000, monthly17,000 per month; (iiiii) THIRDSECOND, (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 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; (iviii) FOURTHTHIRD, on a pro rata basis, to the Deal each Class A Managing Agent (for the account of the Lenderapplicable Class A Lenders in its related Class A Lender Group), an amount equal to the sum of any 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; (Aiv) Interest FOURTH, on a pro rata basis, to each Class B Managing Agent (up to for the account of the applicable Class B Lenders in its related Class B Lender Group), an amount not exceeding equal to the Interest Cap) sum of all accrued and Breakage Costsunpaid Capped Interest, (B) Class B Program Fees and Class B Unused Fees due the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts due 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 Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) 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)); (vi) SIXTH, during the Revolving Period, on a pro rata basis, to each Class A Managing Agent (for the account of the applicable Class A Lenders in its related Class A Lender Group), an amount equal to the product of (i) the Class A Monthly Principal Amount for such Payment Date and (ii) the Class A Lender Group Percentage for such Class A Managing Agent’s Class A Lender Group; (vii) SEVENTH, during the Revolving Period, on a pro rata basis, to each Class B Managing Agent (for the account of the applicable Class B Lenders in its related Class A Lender Group), an amount equal to the product of (i) the Class B Monthly Principal Amount for such Payment Date and (ii) the Class B Lender Group Percentage for such Class B Managing Agent’s Class B Lender Group; (viii) EIGHTH, during the Amortization Period, on a pro rata basis, to each Class A Managing Agent (for the account of the applicable Class A Lenders in its related Class A Lender Group), an amount equal to the product of (i) the Class A Aggregate Loan Amount and (ii) the Class A Lender Group Percentage for such Class A Managing Agent’s Class A Lender Group, until the Class A Aggregate Loan Amount has been reduced to zero; (ix) NINTH, during the Amortization Period, on a pro rata basis, to each Class B Managing Agent (for the account of the applicable Class B Lenders in its related Class B Lender Group), an amount equal to the product of (i) the Class B Aggregate Loan Amount and (ii) the Class B Lender Group Percentage for such Class B Managing Agent’s Class B Lender Group, until the Class B Aggregate Loan Amount has been reduced to zero; (x) TENTH, (1) first, to each Class A Managing Agent (for the account of the applicable Class A Lenders in its related Class A Lender Group), any Interest not paid to the Class A Lenders in its related Class A Lender Group pursuant to clause THIRD above in respect of such Payment Date and (2) second, to each Class B Managing Agent (for the account of the applicable Class B Lenders in its related Class B Lender Group), any Interest not paid to the Class B Lenders in its related Class B Lender Group pursuant to clause FOURTH above in respect of such Payment Date; (xi) ELEVENTH, if any Increased Costs, Additional Amounts or Indemnified Amounts (other than any such amounts payable pursuant to FIRST through TENTH above) are then due and payable, in the following order of priority, (x) first, on a pro rata basis, to the Deal Agent, each Class A Managing Agent, each Class A Lender, each applicable Liquidity Provider with respect to a Conduit Lender that is a Class A Lender, the Backup Servicer and any Successor Servicer, an amount equal to any Increased Costs, Additional Amounts and Indemnified Amounts due any such Person in respect of such Payment Date and any such amounts unpaid from any prior Payment Date and (y) second, on a pro rata basis, to each Class B Managing Agent, Class B Lender and each applicable Liquidity Provider with respect to a Conduit Lender that is a Class B Lender, an amount equal to any Increased Costs, Additional Amounts and Indemnified Amounts due any such Person in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (xii) TWELFTH, to the Backup Servicer and the Collateral Agent, any expenses and Indemnified Amounts not paid pursuant to clause FIRST above; (xiii) THIRTEENTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause (iii) SECOND above and any such Servicing Fee unpaid from any prior Payment Date; (xixiv) ELEVENTHFOURTEENTH, 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 Capitalthe Aggregate Loan Amount) until paid in full;; and (xiixv) TWELFTHFIFTEENTH, 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) One Prior to the Amortization Period, one (1) Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall, upon prior written notice to each Managing Agent and two (2) Business Days’ prior written notice request of the Borrower to the Collateral AgentBorrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall distribute such amount pursuant to written direction from the Deal Borrower to each Managing Agent (for the account of the LenderLenders 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 the Deal each Managing Agent to the Lenders in its related Lender Group (as determined by such Managing Agent in consultation with the Lenders in such Lender Group), as a payment in reduction of Capitalthe portion of the Aggregate Loan Amount funded or maintained by the Lenders in such Lender Group. Notwithstanding anything in this Section 2.7(b2.6(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) required to effect any such withdrawal or the Deal Agent make any such distribution until an 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 the Deal each Managing Agent in writing (which shall include electronic transmission) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such payment, will be greater than the amount needed to make the payments required pursuant to Section 2.7(a)(iSections 2.6(a)(i) through (xixiv). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (id) If on any Payment Date (before giving effect to any Reserve Advance on such Payment Date) the amount amounts paid pursuant to Section 2.7(a)(ivSections 2.6(a)(iii), (iv), (vi) and (vvii) is are insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve AccountDate, the Collateral Agent) Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower Account to be included in Available Funds for such Payment Date. (ori) If on any Payment Date during the Amortization Period, following its assumption of exclusive control the amounts paid pursuant to Section 2.6(a)(viii) and (ix) are insufficient to reduce the Class A Aggregate Loan Amount and the Class B Aggregate Loan Amount, respectively, to zero, the Deal Agent (acting at the direction, or with the consent, of the Collection Required Lenders acting in their respective sole discretion) may direct the Collateral Agent to withdraw any or all of the amount on deposit in the Reserve Account, the Collateral Agent) shall and pay such amount to in the Deal Agent for payment to the Lenderorder of priority set forth in Section 2.6(a)(viii) and (ix).

Settlement Procedures. (a) On Agent may assume that each Payment Date and on the Maturity Date, the Borrower (or, following its assumption of exclusive control Lender will make available to Agent such Lender’s Pro Rata Share of the Collection AccountLoan requested or otherwise made on such day and Agent may, 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) FIRSTits discretion, 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 any prior Payment Date. (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (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 Lender, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (v) FIFTH, during the Revolving Period, to the Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) 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 (iii) above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xii) TWELFTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower but shall not be permitted obligated to, cause a corresponding amount to be made available to or for the benefit of Borrower on such day. If Agent makes such corresponding amount available to Borrower and such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to Agent at the Federal Funds Rate for each day during such period (or, following its assumption as published by the Federal Reserve Bank of exclusive control New York or at Agent’s option based on the arithmetic mean determined by Agent of the Collection Accountrates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. New York City time on that day by each of the three leading brokers of Federal funds transactions in New York City selected by Agent) and if such amounts are not paid within three (3) days of Agent’s demand, at the highest Interest Rate provided for in Section 3.1 hereof applicable to Loans. During the period in which such Lender has not paid such corresponding amount to Agent, notwithstanding anything to the contrary contained in this Agreement or any of the other Financing Agreements, the Collateral amount so advanced by Agent to or for the benefit of Borrower shall, for all purposes hereof, be a Loan made by Agent for its own account. Upon any such failure by a Lender to pay Agent, Agent shall promptly thereafter notify Borrower of such failure and Borrower shall pay such corresponding amount to Agent for its own account within five (5) Business Days of Borrower’s receipt of such notice. A Lender who fails to pay Agent its Pro Rata Share of any Loans made available by the Agent on such Lender’s behalf, or any Lender who fails to pay any other amount owing by it to Agent, is a “Defaulting Lender”. Agent shall not be required) obligated to effect transfer to a Defaulting Lender any such withdrawal or payments received by Agent for the Deal Agent make any such distribution until an Officer of the Servicer or Defaulting Lender’s benefit, nor shall a representative of the Servicer designated by a Responsible Officer of the Servicer has certified Defaulting Lender be entitled to the Collateral Agent sharing of any payments hereunder (including any principal, interest or fees). Amounts payable to a Defaulting Lender shall instead be paid to or retained by Agent. For purposes of voting or consenting to matters with respect to this Agreement and the Deal Agent in writing other Financing Agreements and determining Pro Rata Shares, such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (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 (xi0). Any This Section shall remain effective with respect to a Defaulting Lender until such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (v) default is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Accountcured. The operation of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, or relieve or excuse the performance by Borrower (or, following of its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the Lenderduties and obligations hereunder.

Settlement Procedures. (a) On each Payment Date All payments by Obligors in respect of the Contracts shall be collected and deposited in the manner set forth under Sections 3.02(c) and (d) of the Servicing Agreement. Notwithstanding the foregoing, if, on the Maturity Dateany day, TFC, the Borrower or the Servicer receives any Collections in respect of any Contract, TFC or the Borrower shall (oror shall cause the Servicer to), as applicable, deposit such Collections to the Collection Account no later than the Business Day immediately following such receipt. Each of TFC and the Borrower shall (and shall cause the Servicer to) use its assumption best efforts to prevent the deposit of exclusive control any funds other than proceeds of Collateral into the Collection Account, the Collateral Agent. (b) 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 deposited in the Collection Account during any month shall be held therein, in trust for the Collateral Agent, for the benefit of the Lender, the Hedge Counterparty and the Insurer, until the next Payment Date. On each Lender Authorization Date, the Lender shall deliver an authorization (the "Lender Authorization") to the Collateral Agent, the Borrower and the Insurer, authorizing the Collateral Agent to make the allocations described in the related Servicer's Certificate on the next Payment Date pursuant to this Section 3.03(b). Subject to the following sentence, on each Payment Date the Collateral Agent shall (based on the Servicer's Certificate delivered by the Servicer pursuant to Section 3.17 of the Servicing Agreement and the Lender Authorization, in each case, for such Payment Date) withdraw from the Collection Account all Available Funds, any Reserve Account Regular Application Amount, any Additional Reserve Account Application Amount, any Reserve Account Excess Amount and allocate any Policy Claim Amount then on deposit therein, and distribute apply such amounts to funds as follows: first, from Available Funds and, if Available Funds are insufficient, from the applicable Person in the following order of priority: (i) FIRSTReserve Account Regular Application Amount, to the Hedge Counterparty, an amount equal payment of any Swap Obligations then due and owing pursuant to each Interest Rate Hedging Agreement, plus any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid past due amounts not previously paid; second, from any prior Payment Date. (ii) SECONDAvailable Funds and, to if Available Funds are insufficient, from the Backup Servicer so long as it has not become the Servicer hereunderReserve Account Regular Application Amount, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (iii) THIRD, (A) to the Servicer, an amount equal to any accrued and unpaid the Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (iv) FOURTH, to the Deal Agent for the account of the Lender, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs other amounts then due 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, owing to the Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; Servicer (vi) SIXTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) 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 (iii) above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTH, to the Deal Agent for the account of any other including applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xii) TWELFTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount transition fees not to exceed $70,000 if the amount on deposit therein on Successor Servicer or any other successor Servicer becomes the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral AgentServicer) shall distribute such amount pursuant to the Deal Agent for the account of the LenderServicing Agreement, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall plus any past due amounts not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (v) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the Lender.previously paid;

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) 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) 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 any prior Payment Date. (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST the Backup Servicer in an aggregate amount up to $17,00017,000 per month (the “Cap”); provided, monthlyhowever, that in the event of an acceleration resulting from a Termination Event specified under Section 10.1(d)(i) or Section 10.1(f) hereunder, such Cap will not apply; (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 LenderLenders, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) 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; (v) FIFTH, during the Revolving Period, to the Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) 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 (iii) above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xii) TWELFTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (v) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the Lender.,

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.7(c)) 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) 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 any prior Payment Date. (ii) SECOND, to the 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 such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s 's capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (iiiiv) THIRDFOURTH, (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; (ivv) FOURTHFIFTH, to the Deal Agent for the account of the LenderLenders, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) 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; (vvi) FIFTHSIXTH, during the Revolving Period, to the Deal Agent for the account of the LenderLenders, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vivii) SIXTHSEVENTH, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) EIGHTH, (i) during the Revolving Period with respect to each Dissenting Investor, pro rata, an amount equal to its outstanding Capital until such Dissenting Investor's Capital has been reduced to zero and (ii) during the Amortization Period, to the Deal Agent for the account of the LenderLenders, pro rata, the Additional Principal Payment Amount, until Capital has been reduced to zero; (viiix) SEVENTHNINTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender Lenders and the Backup Servicer, an amount equal to, without double counting, 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 (ii) THIRD above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ixx) NINTHTENTH, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the an amount necessary equal to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (xxi) TENTHELEVENTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause (iii) FOURTH above and any such Servicing Fee unpaid from any prior Payment Date; (xixii) ELEVENTHTWELFTH, 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; (xiixiii) TWELFTHTHIRTEENTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto[Reserved]. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv2.7(a)(v) and (vvi) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “"Reserve Advance”") and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall pay such amount to the Deal Agent for payment to the LenderLenders.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption or at all times after the occurrence and continuance of exclusive control of the Collection Accounta Termination Event, the Collateral Agent) shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.7(c2.6(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) FIRSTFirst, 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 any prior Payment Date.; (ii) SECONDSecond, [Reserved]; (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 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 by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST ▇▇▇▇▇ Fargo in an aggregate amount up to $17,00017,000 per month (the “Cap”); provided, monthlyhowever, that in the event of an acceleration resulting from a Termination Event specified under Section 9.1(e)(i) or Section 9.1(g) hereunder, such Cap will not apply; (iiiiv) THIRDFourth, (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; (ivv) FOURTHFifth, to the Deal Agent for the account of the LenderLenders, ratably, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts Unused Fee due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (vvi) FIFTHSixth, during the Revolving Period, to the Deal Agent for Lenders, ratably (based on the account outstanding principal amount of the Revolving Loans of each Lender), an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vivii) SIXTHSeventh, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) Eighth, during the Amortization Period, to the Deal Agent for Lenders, ratably (based on the account outstanding principal amount of the Revolving Loans of each Lender), the Additional Principal Payment Amount, until Capital the Aggregate Loan Amount has been reduced to zero; (viiix) SEVENTHNinth, ratably to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender Lenders and the Backup Servicer, an amount equal to, without double counting, 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 (ii) Third above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ixx) NINTHTenth, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and 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; (xxi) TENTHEleventh, 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 (iii) Fourth above and any such Servicing Fee unpaid from any prior Payment Date; (xixii) ELEVENTHTwelfth, 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 Capitalthe Aggregate Loan Amount) until paid in full;; and (xiixiii) TWELFTHThirteenth, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shallmay, upon two Business Days’ prior written notice of the Borrower to the Collateral AgentDeal 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 (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount ratably to the Deal Agent for the account of the LenderLenders, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capitalthe portion of the Aggregate Loan Amount funded or maintained by each such Lender. Notwithstanding anything in this Section 2.7(b2.6(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) required to effect any such withdrawal or the Deal Agent make any such distribution until an Officer officer of the Servicer or a representative of the Servicer designated by a Responsible Officer an officer of the Servicer has certified to the Borrower, the Collateral Agent, the Deal Agent and the Deal Agent 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 2.7(a)(i2.6(a)(i) through (xixii). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv2.6(a)(v) and (vvi) is insufficient to cover all amounts due thereunder on such Payment Date Date, the Borrower (or, following its assumption of exclusive control of the Reserve Account, 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, following its assumption of exclusive control of the Collection Account, or the Collateral Agent, as applicable) shall pay such amount ratably to the Deal Agent for payment to the LenderLenders.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) 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) 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 any prior Payment Date. (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (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 Lender, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (v) FIFTH, during the Revolving Period, to the Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ixviii) NINTHEIGHTH, 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)); (xix) TENTHNINTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause (iii) above and any such Servicing Fee unpaid from any prior Payment Date; (xix) ELEVENTHTENTH, 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; (xiixi) TWELFTHELEVENTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall, upon two Business Days’ ' prior written notice request of the Borrower to the Collateral AgentBorrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) required to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (which shall include electronic transmission) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such payment, will be greater than the amount needed to make the payments required pursuant to Section 2.7(a)(i) through (xix). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (v) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall pay such amount to the Deal Agent for payment to the Lender.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) 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) 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 any prior Payment Date. (ii) SECOND, to the 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 such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s 's capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (iiiiv) THIRDFOURTH, (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; (ivv) FOURTHFIFTH, to the Deal Agent for the account of the LenderLenders, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) 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; (vvi) FIFTHSIXTH, during the Revolving Period, to the Deal Agent for the account of the LenderLenders, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vivii) SIXTHSEVENTH, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) EIGHTH, (i) during the Revolving Period with respect to each Dissenting Investor, pro rata, an amount equal to its outstanding Capital until such Dissenting Investor's Capital has been reduced to zero and (ii) during the Amortization Period, to the Deal Agent for the account of the LenderLenders, pro rata, the Additional Principal Payment Amount, until Capital has been reduced to zero; (viiix) SEVENTHNINTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender Lenders and the Backup Servicer, an amount equal to, without double counting, 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 (ii) THIRD above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ixx) NINTHTENTH, 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)); (xxi) TENTHELEVENTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause (iii) FOURTH above and any such Servicing Fee unpaid from any prior Payment Date; (xixii) ELEVENTHTWELFTH, 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; (xiixiii) TWELFTHTHIRTEENTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall, upon two Business Days’ ' prior written notice request of the Borrower to the Collateral AgentBorrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall distribute such amount to the Deal Agent for the account of the LenderLenders, to be distributed by the Deal Agent to the Lender Lenders, pro rata, as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) 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 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 (xixii). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv2.7(a)(v) and (vvi) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “"Reserve Advance”") and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall pay such amount to the Deal Agent for payment to the LenderLenders.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption or at all times after the occurrence and continuance of exclusive control of the Collection Accounta Termination Event, the Collateral Agent) shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.7(c2.6(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) FIRSTFirst, 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 any prior Payment Date.; (ii) SECONDSecond, [Reserved]; (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 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 by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST Computershare up to $17,000, monthly; (iiiiv) THIRDFourth, (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; (ivv) FOURTHFifth, to the Deal Agent for the account of the LenderLenders, ratably, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts Unused Fee due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (vvi) FIFTHSixth, during the Revolving Period, to the Deal Agent for Lenders, ratably (based on the account outstanding principal amount of the Revolving Loans of each Lender), an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vivii) SIXTHSeventh, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) Eighth, during the Amortization Period, to the Deal Agent for Lenders, ratably (based on the account outstanding principal amount of the Revolving Loans of each Lender), the Additional Principal Payment Amount, until Capital the Aggregate Loan Amount has been reduced to zero; (viiix) SEVENTHNinth, ratably to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender Lenders and the Backup Servicer, an amount equal to, without double counting, 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 (ii) Third above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ixx) NINTHTenth, 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)); (xxi) TENTHEleventh, 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 (iii) Fourth above and any such Servicing Fee unpaid from any prior Payment Date; (xixii) ELEVENTHTwelfth, 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 Capitalthe Aggregate Loan Amount) until paid in full;; and (xiixiii) TWELFTHThirteenth, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shallmay, upon two Business Days’ prior written notice of the Borrower to the Collateral AgentDeal 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 (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount ratably to the Deal Agent for the account of the LenderLenders, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capitalthe portion of the Aggregate Loan Amount funded or maintained by each such Lender. Notwithstanding anything in this Section 2.7(b2.6(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) required to effect any such withdrawal or the Deal Agent make any such distribution until an Officer officer of the Servicer or a representative of the Servicer designated by a Responsible Officer an officer of the Servicer has certified to the Borrower, the Collateral Agent, the Deal Agent and the Deal Agent 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 2.7(a)(i2.6(a)(i) through (xixii). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv2.6(a)(v) and (vvi) is insufficient to cover all amounts due thereunder on such Payment Date Date, the Borrower (or, following its assumption of exclusive control of the Reserve Account, 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, following its assumption of exclusive control of the Collection Account, or the Collateral Agent, as applicable) shall pay such amount ratably to the Deal Agent for payment to the LenderLenders.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) 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) 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 any prior Payment Date. (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST the Backup Servicer in an aggregate amount up to $17,00017,000 per month (the “Cap”); provided, monthlyhowever, that in the event of an acceleration resulting from a Termination Event specified under Section 10.1(d)(i) or Section 10.1(f) hereunder, such Cap will not apply; (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 LenderLenders, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) Yield and Breakage Costs, (B) the Program Fee, and (C) the Facility 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 Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) 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 (iii) above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xii) TWELFTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (v) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the Lender.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) 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) 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 any prior Payment Date. (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior 44 Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST the Backup Servicer in an aggregate amount up to $17,00017,000 per month (the “Cap”); provided, monthlyhowever, that in the event of an acceleration resulting from a Termination Event specified under Section 10.1(d)(i) or Section 10.1(f) hereunder, such Cap will not apply; (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 LenderLenders, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) Yield and Breakage Costs, (B) the Program Fee, and (C) the Facility 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 LenderLenders, 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 LenderLenders, pro rata, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender 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 (ii) 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 Advances, (B) the amount necessary to cause the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)) and (C) at the election of the Borrower (or the Servicer, on its behalf), an amount up to the Excess Reserve Maximum Amount; (x) TENTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause (iii) THIRD above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full;; and (xii) TWELFTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall, upon two Business Days’ prior written notice request of the Borrower to the Collateral AgentBorrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall distribute such amount to the Deal Agent for the account of the LenderLenders, to be distributed by the Deal Agent to the Lender Lenders, pro rata, as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) required to effect any such withdrawal or the Deal Agent make any such distribution until an Officer officer of the Servicer or a representative of the Servicer designated by a Responsible Officer 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 (xi). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (vvii) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall pay such amount to the Deal Agent for payment to the LenderLenders.

Settlement Procedures. (a) On As set forth in the Monthly Report, on each Payment Date and on the Maturity Date, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) 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) 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 any prior Payment Date. (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (iii) THIRDpari passu, (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; (C) to the Backup Servicer, so long as it has not become the Successor Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed to the Backup Servicer; and (D) to the Collateral Agent, accrued and unpaid Collateral Agent Fee due in respect of such Payment Date, any unpaid Collateral Agent Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Collateral Agent, and any accrued and unpaid Indemnified Amounts owed to the Collateral Agent, in the case of clauses (i)(C) and (i)(D) prior to a Termination Event, up to Capped Backup Servicer and Collateral Agent Fees and Expenses, monthly; (ivii) FOURTHSECOND, to the Deal Agent for the account of the LenderLenders, pro rata, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) Yield and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, any Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (viii) FIFTHTHIRD, to the Lenders, pro rata based upon the portion of such amounts owed to each such party, any Indemnified Amounts; (iv) FOURTH, (A) during the Revolving Period, to the Deal Agent Principal Collection Account for application by the account of the Lender, an amount equal Borrower to purchase additional Loans (or to fund additional Dealer Loan Contracts allocated to the Monthly Principal Payment 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 such Payment Date; purchase by the Borrower, the amount needed to cause the Adjusted Collateral Amount to equal the Minimum Collateral Amount, and (vi2) SIXTHthe Forecasted Collections to at least equal the Minimum Forecasted Collections Amount, and if the Minimum Forecasted Collections Amount cannot be reached due to an insufficient amount of Loans for purchase by the Borrower, the amount needed to cause the Adjusted Forecasted Collections to at least equal the Minimum Forecasted Collections Amount; and (B) during the Amortization Period, to the Deal Agent for the account of the LenderLenders, pro rata, the Additional Principal Payment Distributable Amount, until Capital has been reduced to zero; (viiv) SEVENTHFIFTH, to during the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ix) NINTHRevolving 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)); (xvi) TENTHSIXTH, pari passu, (A) to the Backup Servicer, any Servicing Fee due in respect of such Payment Dateamounts owed to the Backup Servicer, to the extent not paid pursuant to clause (iiii)(C) above and (B) to the Collateral Agent, any such Servicing Fee unpaid from any prior Payment Dateaccrued fees, reasonable out-of-pocket expenses or 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; (xivii) ELEVENTHSEVENTH, to the Deal Agent Lenders for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xiiviii) TWELFTHEIGHTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i2) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv2.7(a)(ii) and (viv) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall pay such amount to the Deal Agent for payment to the LenderLenders.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.7(c2.6(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) FIRSTFirst, 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 any prior Payment Date.; (ii) SECONDSecond, [Reserved]; (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 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 by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST ▇▇▇▇▇ Fargo up to $17,000, monthly; (iiiiv) THIRDFourth, (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; (ivv) FOURTHFifth, to the Deal Agent for the account of the Lender, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility 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; (vvi) FIFTHSixth, during the Revolving Period, to the Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vivii) SIXTHSeventh, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) Eighth, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital the Aggregate Loan Amount has been reduced to zero; (viiix) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTHNinth, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, 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 (ii) Third above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ixx) NINTHTenth, 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)); (xxi) TENTHEleventh, 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 (iii) Fourth above and any such Servicing Fee unpaid from any prior Payment Date; (xixii) ELEVENTHTwelfth, 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 Capitalthe Aggregate Loan Amount) until paid in full;; and (xiixiii) TWELFTHThirteenth, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall, upon two Business Days’ ' prior written notice request of the Borrower to the Collateral AgentBorrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) 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 Lender, as a payment in reduction of Capitalthe Aggregate Loan Amount. Notwithstanding anything in this Section 2.7(b2.6(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) 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 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)(i2.6(a)(i) through (xixii). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv2.6(a)(v) and (vvi) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve AccountDate, the Collateral Agent) Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall pay such amount to the Deal Agent for payment to the Lender.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption so long as no Event of exclusive control of the Collection AccountDefault has occurred and is continuing, the Collateral AgentManager 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 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 make payment from the Interest Collection Account from the Collection Account and allocate and distribute such amounts to the applicable Person 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: (i1) FIRST, to the Hedge CounterpartyCollateral Custodian and the Securities Intermediary pro rata, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from any prior Payment Date. (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, in an amount equal to any accrued and unpaid Backup Servicing Fee Collateral Custodian Fees; (2) to the Hedge Counterparty, the aggregate net amount then due in respect and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs); (3) to the Collateral Manager (including, for avoidance of such Payment Datedoubt, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup the Replacement Servicer, and if applicable), first, to pay any accrued and unpaid Indemnified Amounts owed by Collateral Management Fees and, second, to pay all documented fees and expenses of the Borrower Collateral Manager (including, without limitation, reasonable attorney’s fees, costs and expenses) in an aggregate amount with respect to SST up to such documented fees and expenses in any rolling 12-month period not greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $17,000250,000; provided that so long as CM Investment Partners LLC is Collateral Manager, monthlysuch fee shall be waived until such time as IM directs the Custodian otherwise; (iii) THIRD, (A4) to the ServicerAdministrative Agent, in an amount equal to any accrued and unpaid Servicing Fees due fees, expenses and indemnities set forth 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 Transaction Documents; (B5) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (iv) FOURTH, Administrative Agent to the Deal Agent for the account of the be distributed pro rata to each Lender, in an amount equal to the sum of (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (Ab) Interest any accrued and unpaid Non-Usage Fee (up such Non-Usage Fee to an amount not exceeding be allocated based on the Interest Capunused Commitment of each Lender) and (c) any accrued and unpaid 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; (v6) FIFTHto the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement; (7) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to, if the Facility Amount has been terminated in whole pursuant to Section 2.3(c), the Advances Outstanding; (8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders; (9) to the Administrative Agent to be distributed pro rata to each Lender, if a Borrowing Base Deficiency exists, an amount necessary to reduce the Borrowing Base Deficiency to zero, pro rata in accordance with the amount of Advances Outstanding hereunder; (a) during the Revolving Period, to fund the Deal Agent for the account of the Lender, Unfunded Exposure Account in an amount necessary to cause all amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (b) after the Revolving Period, to fund the Monthly Principal Payment Amount for such Payment DateUnfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (vi11) SIXTH, during the Amortization Period, to the Deal Administrative Agent for to be distributed to the account of the Administrative Agent, any applicable Lender, the Additional Principal Payment AmountCollateral Custodian and the Securities Intermediary, until Capital has been reduced to zero; (vii) SEVENTHthe Indemnified Parties, to or the Deal Agent for the account of the LenderSecured Parties, an amount equal toas applicable, all other amounts then due and owing, including, without double countinglimitation, any Interest Cap Carryover. (viii) EIGHTHunpaid Administrative Expenses, to any amounts accrued and unpaid under the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double countingFee Letter, Increased Costs, Taxes, indemnities, but other than the principal of Advances Outstanding, then due under this Agreement; and (12) any Additional Amounts and Indemnified Amounts (provided that, with respect remaining amounts shall be distributed to the Backup ServicerBorrower 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 Indemnified Amounts shall include only those Indemnified Amounts Reporting Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to clause (ii) above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ix) NINTHSection 2.7(a), to the Reserve AccountCollateral Custodian and the Securities Intermediary, (A) pro rata, in an amount equal to any outstanding Reserve 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 accrued and unpaid Interest with respect to Advances made by such ▇▇▇▇▇▇, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (Bc) any accrued and unpaid Breakage Costs; (6) to the extent not paid pursuant to Section 2.7(a), to the Hedge Counterparty, any other unpaid amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement; (7) to the extent not paid pursuant to Section 2.7(a), to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to if the Facility Amount has been terminated in whole pursuant to Section 2.3(c), the Advances Outstanding; (8) to the extent not paid pursuant to Section 2.7(a), to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders; (9) (x) during the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause all amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (y) after the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause the amount on deposit amounts in the Reserve Unfunded Exposure Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A))Aggregate Unfunded Exposure Amount; (x10) TENTH, to (a) during the Backup Servicer, any Servicing Fee due in respect of such Payment DateRevolving Period, to the extent not paid pursuant to clause (iii) above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTHSection 2.7(a), to the Deal Administrative Agent for to be distributed pro rata to each Lender, if a Borrowing Base Deficiency exists, an amount necessary to reduce the account Borrowing Base Deficiency to zero, pro rata in accordance with the amount of any other applicable Person, all remaining amounts up to all Aggregate Unpaids Advances Outstanding hereunder and (during b) after the end of the Revolving Period, other than Capital) until paid in fullto the Lenders to pay the Advances Outstanding; (xii) TWELFTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b11) to the contrary, the Borrower shall extent not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (v) is insufficient 2.7(a), to cover all amounts due thereunder on such Payment Date the Borrower (orAdministrative Agent to be distributed pro rata to the Administrative Agent, following its assumption of exclusive control of the Reserve Accountany applicable Lender, the Collateral AgentCustodian, the Securities Intermediary, the Indemnified Parties, or the Secured Parties, all other amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel, but other than the principal of Advances Outstanding, then due under this Agreement; and (12) any remaining amounts shall withdraw from the Reserve Account an amount equal be distributed to the lesser of such shortfall and Borrower or any nominee thereof, which amounts may be used by the amount of funds on deposit Borrower to make Restricted Payments,retained in the Reserve Principal Collection Account (such withdrawalto be applied toward the acquisition of Additional Loans in accordance with Section 2.14 or, a “Reserve Advance”) and deposit such amount if not so applied, to prepay the Advances Outstanding in accordance with Section 2.3(a); provided, that Borrower shall first reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the Lenderextent not otherwise reimbursed hereunder.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) 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) 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 any prior Payment Date. (ii) SECOND, to the 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 such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (iiiiv) THIRDFOURTH, (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; (ivv) FOURTHFIFTH, to the Deal Agent for the account of the LenderLenders, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) 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; (vvi) FIFTHSIXTH, during the Revolving Period, to the Deal Agent for the account of the LenderLenders, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vivii) SIXTHSEVENTH, 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 LenderLenders, pro rata, the Additional Principal Payment Amount, until Capital has been reduced to zero; (viiix) SEVENTHNINTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender 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 (ii) THIRD above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ixx) NINTHTENTH, 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)); (xxi) TENTHELEVENTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause (iii) FOURTH above and any such Servicing Fee unpaid from any prior Payment Date; (xixii) ELEVENTHTWELFTH, 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; (xiixiii) TWELFTHTHIRTEENTH, to the Borrower any remaining amounts. (bi) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall, upon two Business Days’ prior written notice request of the Borrower to the Collateral AgentBorrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall distribute such amount to the Deal Agent for the account of the LenderLenders, to be distributed by the Deal Agent to the Lender Lenders, pro rata, as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) required to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (which shall include electronic transmission) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such payment, will be greater than the amount needed to make the payments required pursuant to Section 2.7(a)(i) through (xixii). Any such prepayment of principal shall include all accrued and unpaid Interest Yield and any applicable Breakage Costs relating thereto. (ii) No more often than two (2) times per calendar month, the Borrower may, upon two Business Days’ prior written notice (such notice to be received by the Deal Agent no later than 4:00 p.m. (New York time) on such day) to the Deal 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 all such amounts in the succeeding sentence in full. Upon receipt of such amounts, the Deal Agent shall apply such amounts first to the pro-rata reduction of the Capital, second to the payment of related accrued Yield on the amount of the Yield to be repaid by paying such amounts to the respective Lenders, and third to the payment of any Breakage Costs. Any notice relating to any prepayment pursuant to this Section 2.7(b)(ii) shall be irrevocable. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv2.7(a)(v) and (vvi) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall pay such amount to the Deal Agent for payment to the LenderLenders.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) 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) 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 any prior Payment Date. (ii) SECOND, to the 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 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 by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (iiiiv) THIRDFOURTH, (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; (ivv) FOURTHFIFTH, to the Deal Agent for the account of the LenderLenders, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) Yield and Breakage Costs, (B) the Program Fee, and (C) the Facility 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; (vvi) FIFTHSIXTH, during the Revolving Period, to the Deal Agent for the account of the LenderLenders, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vivii) SIXTHSEVENTH, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) EIGHTH, (i) during the Revolving Period with respect to each Dissenting Investor after the time its Commitment has been reduced to zero pursuant to Section 2.1(b)(iv), pro rata, an amount equal to its outstanding Capital until such Dissenting Investor’s Capital has been reduced to zero and (ii) during the Amortization Period, to the Deal Agent for the account of the LenderLenders, pro rata, the Additional Principal Payment Amount, until Capital has been reduced to zero; (viiix) SEVENTHNINTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender Lenders and the Backup Servicer, an amount equal to, without double counting, 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 (ii) THIRD above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ixx) NINTHTENTH, 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)); (xxi) TENTHELEVENTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause (iii) FOURTH above and any such Servicing Fee unpaid from any prior Payment Date; (xixii) ELEVENTHTWELFTH, 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; (xiixiii) TWELFTHTHIRTEENTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall, upon two Business Days’ prior written notice request of the Borrower to the Collateral AgentBorrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall distribute such amount to the Deal Agent for the account of the LenderLenders, to be distributed by the Deal Agent to the Lender Lenders, pro rata, as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) 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 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 (xixii). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv2.7(a)(v) and (vvi) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall pay such amount to the Deal Agent for payment to the LenderLenders.

Settlement Procedures. (a) On each Payment Date and the Servicer on the Maturity Date, behalf of the Borrower shall pay to the following Persons, for receipt by no later than 3:00 p.m. (or, following its assumption of exclusive control of New York City time) from the Collection Account, 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 extent of available funds, the following amounts in the following order of priority: (a) To the extent of Interest Collections plus, with respect to clauses First through Sixth below, any amounts on deposit in the Reserve Account: (i) 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 any prior Payment Date. (ii) SECONDFirst, to the Backup Servicer so long (including in its capacity as it has not become the Servicer hereunderSuccessor Servicer, if applicable), in an amount equal to any accrued and unpaid currently due Backup Servicing Fee Servicer Fee, all unpaid Backup Servicer Fees due in respect of such from a prior Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity Servicer Expenses and amounts due to the Backup Servicer as Backup Serviceran Indemnified Party, and any accrued and unpaid Indemnified Amounts owed by Transition Costs, for the Borrower payment thereof; provided that the amount of expenses other than Transition Costs payable under this clause First shall not exceed $20,000 in the aggregate with respect to SST up to $17,000, monthlysuch Payment Date; (iiiii) THIRDSecond, (A) to the Servicer, Collateral Custodian in an amount equal to any accrued and unpaid Servicing currently due Custodial Fee, all unpaid Custodial Fees due in respect of such Payment Date and any Servicing Fees unpaid from any a prior Payment Date, all unpaid Custodial Expenses, and any other amounts due to the Collateral Custodian as an Indemnified Party, for the payment thereof; provided, however, if provided that the Servicer has been replaced pursuant to Section 6.12 such amount of Custodial Fees and Custodial Expenses payable under this clause Second shall not exceed $10,000 in the Capped Servicing Fee; and (B) aggregate with respect to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (iv) FOURTH, to the Deal Agent for the account of the Lender, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (v) FIFTH, during the Revolving Period, to the Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (viiii) SIXTHThird, during (A) to the Amortization initial Servicer, in an amount equal to its accrued and unpaid Servicing Fee and (B) to any Successor Servicer, the accrued and unpaid Servicing Fee and Market Servicing Fee Differential to the end of the preceding Settlement Period, to the Deal Agent for the account payment thereof; provided that the amount of Market Servicing Fee Differential payable in any 12-month period under this clause Third shall not exceed 0.25% of the Lender, weighted average aggregate Adjusted Market Value of all Collateral Debt Obligations in the Additional Principal Payment Amount, until Capital has been reduced to zeroCollateral as of the first day of each month in such period; (viiiv) SEVENTHFourth, pro rata to the Deal Agent for the account of the Lender, each Lender in an amount equal toto any accrued and unpaid Interest, without double counting, any Interest Cap Carryover.for the payment thereof; (viiiv) EIGHTHFifth, pro rata to the Deal Agent for the account of the each Lender and the Backup Servicer, in an amount equal tonecessary to reduce the Advances Outstanding by the Outstanding Principal Balance of all Charged-Off Obligations in the Collateral, without double counting, Increased Costs, less any Additional Amounts and Indemnified Amounts (provided that, amounts previously paid with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid Charged-Off Obligations pursuant to this clause (ii) above) due in respect of such Payment Date and unpaid from any prior Payment DateFifth; (ixvi) NINTHSixth, to the Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause amount, if necessary, required for the amount on deposit in the Reserve Account to equal the Required Reserve Account Amount Required Amount; (vii) Seventh, to each Lender in an amount necessary to reduce the Advances Outstanding by the excess (if any) of (A) the Advances Outstanding on such Payment Date after giving effect to any deposits made in subclause the application of Principal Collections pursuant to Section 2.7(b), over (A))B) the Target Principal Balance for such Payment Date; (viii) Eighth, pro rata, (x) TENTHto the extent not previously paid pursuant to clause First above, any amounts due to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, and (y) to the extent not previously paid pursuant to clause (iii) above and Second above, any such Servicing Fee unpaid from any prior Payment Dateamounts due to the Collateral Custodian, in each case together with accrued interest thereon; (xiix) ELEVENTHNinth, to the Deal Agent Servicer, (x) all Indemnified Amounts and (y) reimbursement of all expenses payable to it pursuant to Section 7.7 and any other amounts then due to it under this Agreement, for the account of any other applicable Personpayment thereof; and (x) Tenth, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xii) TWELFTH, shall be distributed to the Borrower any remaining amountsBorrower. (b) One Business Day per calendar month, To the date extent of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto.available Principal Collections: (c) (i) If on First, to the parties listed above, any Payment Date the amount paid remaining unpaid pursuant to Section 2.7(a)(ivclauses First through Fourth under clause (a) and above, in accordance with the priority set forth thereunder; (vii) is insufficient Second, pro rata to cover all amounts due thereunder on such Payment Date the Borrower (orLenders, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) shall withdraw from the Reserve Account in an amount equal to the lesser of (x) the Mandatory Prepayment for such shortfall Payment Date and (y) such amount as is necessary to reduce the Advances 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 of funds on deposit in owed to such Person under this clause Third, all other amounts then due under this Agreement, for the Reserve Account payment thereof; (such withdrawaliv) Fourth, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower extent not paid by the Servicer, to the Backup Servicer, to the Collateral Custodian, and to any Successor Servicer, as applicable, pro rata in accordance with the amount owed to such Person under this clause Fourth, in an amount equal to any accrued and unpaid Backup Servicer Expenses, Custodial Expenses, Market Servicing Fee Differential, Servicing Fee, Transition Costs and Indemnified Amounts, for the payment thereof; (orv) Fifth, following its assumption of exclusive control to the Servicer (if an Affiliate of the Collection AccountBorrower), (x) all Indemnified Amounts and (y) reimbursement of all expenses payable to it pursuant to Section 7.7 and any other amounts then due to it under this Agreement, for the Collateral Agentpayment thereof; and (vi) Sixth, all remaining amounts shall pay such amount be distributed to the Deal Agent for payment to the LenderBorrower.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption or at all times after the occurrence and continuance of exclusive control of the Collection Accounta Termination Event, the Collateral Agent) shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.7(c2.6(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) 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 any prior Payment Date.; (ii) SECOND, [Reserved]; (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 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 by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST ▇▇▇▇▇ Fargo up to $17,000, monthly; (iiiiv) THIRDFOURTH, (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; (ivv) FOURTHFIFTH, to the Deal Agent for the account of the LenderLenders, ratably, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts Unused Fee due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (vvi) FIFTHSIXTH, during the Revolving Period, to the Deal Agent for Lenders, ratably (based on the account outstanding principal amount of the Revolving Loans of each Lender), an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vivii) SIXTHSEVENTH, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) EIGHTH, during the Amortization Period, to the Deal Agent for Lenders, ratably (based on the account outstanding principal amount of the Revolving Loans of each Lender), the Additional Principal Payment Amount, until Capital the Aggregate Loan Amount has been reduced to zero; (viiix) SEVENTHNINTH, ratably to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender Lenders and the Backup Servicer, an amount equal to, without double counting, 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 (ii) THIRD above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ixx) NINTHTENTH, 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)); (xxi) TENTHELEVENTH, 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 (iii) FOURTH above and any such Servicing Fee unpaid from any prior Payment Date; (xixii) ELEVENTHTWELFTH, 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 Capitalthe Aggregate Loan Amount) until paid in full;; and (xiixiii) TWELFTHTHIRTEENTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shallmay, upon two Business Days’ prior written notice of the Borrower to the Collateral AgentDeal 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 (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount ratably to the Deal Agent for the account of the LenderLenders, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capitalthe portion of the Aggregate Loan Amount funded or maintained by each such Lender. Notwithstanding anything in this Section 2.7(b2.6(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) required to effect any such withdrawal or the Deal Agent make any such distribution until an Officer officer of the Servicer or a representative of the Servicer designated by a Responsible Officer an officer of the Servicer has certified to the Borrower, the Collateral Agent, the Deal Agent and the Deal Agent 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 2.7(a)(i2.6(a)(i) through (xixii). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv2.6(a)(v) and (vvi) is insufficient to cover all amounts due thereunder on such Payment Date Date, the Borrower (or, following its assumption of exclusive control of the Reserve Account, 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, following its assumption of exclusive control of the Collection Account, or the Collateral Agent, as applicable) shall pay such amount ratably to the Deal Agent for payment to the LenderLenders.

Settlement Procedures. (a) On each Payment Date If on any day the Outstanding --------------------- Balance of any Transferred Receivable is reduced or adjusted as a result of any defective, rejected, returned or repossessed Equipment or services or any cash discount or other adjustment made by the Originator, or any setoff or dispute between the Originator and on an Obligor due to a claim arising out of the Maturity Datesame or any other transaction, the Borrower (or, following its assumption Originator shall be deemed to have received on such day a Collection of exclusive control such Transferred Receivable in the amount of such reduction or adjustment. If the Originator is not the Collection AccountAgent, the Collateral Agent) Originator shall withdraw Available Funds and any Excess Reserve Amount (pay 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 Agent on or prior to the applicable Person in the following order of priority: (i) FIRST, next Settlement Date all amounts deemed to the Hedge Counterparty, an amount equal have been received pursuant to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from any prior Payment Datethis subsection. (iib) SECONDUpon discovery by the Originator or the Transferee of a breach of any of the representations and warranties made by the Originator in Section 4.01(i) with respect to any Transferred Receivable, such party shall give prompt written notice thereof to the Backup Servicer so long other party, as it has not become the Servicer hereunder, an amount equal soon as practicable and in any event within three Business Days following such discovery. The Originator shall be deemed to any accrued and unpaid Backup Servicing Fee due have received a Collection in respect full of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup ServicerTransferred Receivable, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (iii) THIRD, (A) all other Receivables relating to the Servicersame Contract, 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) make available to the Backup Servicer, if it has become Transferee on the Successor Servicer, any Transition Expenses; (iv) FOURTH, to the Deal Agent for the account of the Lender, next succeeding Settlement Date an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts due in respect Outstanding Balance of such Payment Date and any Transferred Receivable. Upon such amounts unpaid from any prior Payment Date; (v) FIFTHamount being made available, during the Revolving Period, Transferee shall retransfer such Transferred Receivables to the Deal Agent for Originator. Each retransfer of a Transferred Receivable shall include the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, Related Security with respect to such Transferred Receivable. If the Backup ServicerOriginator is not the Collection Agent, such Indemnified Amounts the Originator shall include only those Indemnified Amounts not pay to the Collection Agent on or prior to the next Settlement Date the amount required to be paid pursuant to clause (ii) 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 (iii) above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xii) TWELFTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating theretosubsection. (c) Except as stated in subsection (ia) If on or (b) of this Section 2.04 or as otherwise required by law or the underlying Contract, all Collections from an Obligor of any Payment Date Transferred Receivable shall be applied to the amount paid pursuant to Section 2.7(a)(iv) and (v) is insufficient to cover all amounts due thereunder on Receivables of such Payment Date Obligor in the Borrower (or, following its assumption of exclusive control order of the Reserve Account, the Collateral Agent) shall withdraw from the Reserve Account an amount equal to the lesser age of such shortfall and Receivables, starting with the amount of funds on deposit in the Reserve Account (oldest such withdrawalReceivable, a “Reserve Advance”) and deposit unless such amount Obligor designates its payment for application to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the Lenderspecific Receivables.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (orServicer shall instruct the Account Bank to pay to the following Persons, following its assumption of exclusive control of the Collection Account, 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 extent of Available Funds, the following amounts in the following order of priority, as set forth in the Monthly Report: (i) FIRSTFirst, pro rata, (A) to the Servicer, the accrued and unpaid Servicing Fee and, to the Hedge Counterpartyextent not previously retained by the Servicer, all ancillary fees, including late fees, extension fees, administrative fees or similar charges allowed by Applicable Law and (B) to the Owner Trustee, the accrued and unpaid fees, costs and expenses and any other amounts not otherwise paid which are payable to the Owner Trustee under Article VII of the Trust Agreement, in an amount equal not to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from any prior Payment Date.exceed $[***] per annum; (ii) SECONDSecond, pro rata, (A) to the extent not paid for by UACC, to the Backup Servicer Servicer, so long as it the Backup Servicer has not become been appointed to serve as successor to the Servicer hereunder, the accrued and unpaid Backup Servicing Fee to the Backup Servicer, its accrued and unpaid expenses and indemnities (which expenses and indemnities prior to the occurrence of a Termination Event shall not exceed $[***] per annum), and any Transition Expenses not paid for by the predecessor Servicer pursuant to Section 7.15(e), (B) to the Account Bank, an amount equal to any accrued and unpaid Backup Servicing Fee Account Bank Fee, together with its accrued and unpaid expenses and indemnities (which expenses and indemnities prior to the occurrence of a Termination Event shall not exceed $[***] per annum), and (C) to the extent not previously paid, to the E-Vault Provider, any unpaid fees and expenses due and owing in respect of such Payment DateElectronic Contracts maintained in the Warehouse Vault Partition; (iii) Third, any to the extent not paid for by UACC, to the Custodian (if not UACC), the accrued and unpaid Backup Servicing Custodian Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthlyexpenses and indemnities; (iiiiv) THIRDFourth, (A) to the Servicer, Administrative Agent for the ratable payment to each Lender in an amount equal to any accrued and unpaid Servicing Fees (1) Interest on the Loans (plus the Unused Fee), (2) Breakage Costs relating to any Loans and (3) all other Aggregate Unpaids allocable to the Loans Outstanding (other than the Principal Amount of the Loans Outstanding) then due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; providedunder this Agreement to the Administrative Agent, howeverthe Lenders, if the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed Affected Parties or the Capped Servicing Fee; and Indemnified Parties, for the payment thereof, (B) to the Backup ServicerHedge Counterparty, if it has become (1) any payments required under any Hedge Agreement and (2) any Hedge Breakage Costs due but not paid and (C) to the Successor Servicer, any unpaid Transition Expenses; (iv) FOURTH, to the Deal Agent for the account of the Lender, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (v) FIFTH, during the Revolving Period, to the Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid Expenses payable pursuant to clause (ii) 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 (ASection 7.15(e)); (x) TENTH, to the Backup Servicer, any Servicing Fee due in respect of such Payment Date, to the extent not paid pursuant to clause (iiiii) above and any such Servicing Fee unpaid from any prior Payment Dateabove; (xiv) ELEVENTHFifth, to the Deal Administrative Agent for the account of any other applicable Personratable payment to each Lender, all remaining amounts up in an amount equal to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in fullMonthly Principal Payment Amount; (xiivi) TWELFTHSixth, if (A) the Facility Turbo Date or a Foreclosure Event has occurred, the remaining Available Funds to reduce the Loans Outstanding and all other Aggregate Unpaids to zero or (B) a Partial Expiration Event has occurred, the remaining funds to reduce pro rata the portion of the Loans Outstanding constituting the Lender Advances of any Non-Extending Lender, to zero; (vii) Seventh, prior to the occurrence of the Termination Date, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Reserve Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower amount necessary to the Collateral Agent, withdraw from the Collection Account an amount not to exceed cause the amount on deposit therein on to equal the date of such request. The Borrower Reserve Account Required Amount; (orviii) Eighth, following its assumption of exclusive control of to the Collection AccountServicer, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contraryOwner Trustee, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection AccountBackup Servicer, the Collateral Agent shall Custodian (if other than UACC), the Account Bank and any Successor Servicer, any fees, expenses and indemnities not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (which shall include electronic transmission) that it reasonably believes that at the end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such payment, will be greater than the amount needed to make the payments required paid pursuant to Section 2.7(a)(iclauses (i) through (xi). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto.iv) above; and (cix) (i) If on Ninth, any Payment Date the remaining amount paid pursuant to Section 2.7(a)(iv) and (v) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) shall withdraw from the Reserve Account an amount equal be distributed to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the LenderBorrower.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption or at all times after the occurrence and continuance of exclusive control of the Collection Accounta Termination Event, 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) FIRSTFirst, 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 any prior Payment Date.; (ii) SECONDSecond, [Reserved]; (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 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 by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST ▇▇▇▇▇ FargoComputershare in an aggregate amount up to $17,00017,000 per month (the “Cap”); provided, monthlyhowever, that in the event of an acceleration resulting from a Termination Event specified under Section 9.1(e)(i) or Section 9.1(g) hereunder, such Cap will not apply; (iiiiv) THIRDFourth, (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; (ivv) FOURTHFifth, to the Deal Agent for the account of the LenderLenders, ratably, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts Unused Fee due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (v) FIFTH, during the Revolving Period, to the Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) 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 (iii) above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xii) TWELFTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (v) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the Lender.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) 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) FIRST, to the Hedge CounterpartyAdministrator, 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 any Hedge Costs the product of (exclusive A) 6.00% and (B) the total "Collections" (as such term is defined in the related Securitization Documents) in respect of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from any prior Payment Date.Securitization Transaction for the related Collection Period; (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (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 LenderLenders, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) Yield and Breakage Costs, (B) the all Program FeeFees, and (C) the all Facility FeeFees, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (viii) FIFTH, during the Revolving Period, to the Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ix) NINTHTHIRD, 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)); (xiv) TENTHFOURTH, to the Backup ServicerDeal 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 Servicing Fee Additional Amounts and Indemnified Amounts due in respect of such Payment Date, to the extent not paid pursuant to clause (iii) above Date and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTH, ; and to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full;; and (xiivi) TWELFTHSIXTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto[Reserved.] (c) (i) If on any Payment Date the amount paid amounts allocable pursuant to Section 2.7(a)(ivSections 2.7(a)(i) and (vii) is are insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve AccountDate, the Collateral Agent) Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “"Reserve Advance”") and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall pay such amount to the Administrator or to the Deal Agent for payment to the LenderLenders, as applicable. (ii) If on any Payment Date during the Amortization Period, the amount paid pursuant to Section 2.7(a)(iii) is insufficient to reduce Aggregate Unpaids to zero, the Deal Agent, in its sole discretion, may direct the Collateral Agent to withdraw any or all of the amount on deposit in the Reserve Account, and pay such amount to the Deal Agent, for payment to the Lenders.

Settlement Procedures. On each Payment Date, no later than 11:00 a.m. (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 Maturity Termination Date, the Borrower (or, following its assumption of exclusive control of the Collection Account, 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 Interest Collections on deposit in the Interest Collection Account from the Collection Account and allocate and distribute such amounts to the applicable Person Subaccount, will be applied in the following order of priority: (i) FIRSTFirst, (1) first, pro rata, to the Hedge CounterpartyServicer (on behalf of the Borrower) for the payment to the appropriate taxing authorities, an the amount equal of taxes and governmental fees owed by the Borrower, (2) second, to pay to the Collateral Custodian, the Paying Agent and the Administrative Agent any Hedge Costs (exclusive of termination payments) and any Administrative Expenses payable on such Hedge Costs (exclusive of termination payments) unpaid from any prior Payment Date., provided that the amount applied under this clause (a)(i)(2) for 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 the Servicer or BCA incurred on behalf of the Borrower; provided that the amount applied under this clause (a)(i)(3) for such Payment Date shall not exceed $50,000; (ii) SECONDSecond, to the Backup Servicer so long as it has not become the Servicer hereunderServicer, in an amount equal to any accrued and unpaid Backup Senior Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed Fees unless otherwise waived by the Borrower to SST up to $17,000, monthlyServicer; (iii) THIRDThird, (A) to each Managing Agent, on behalf of the Servicerrelated Lenders, in an amount equal to (1) any accrued and unpaid Servicing Fees due in respect of Interest for such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided, however, if (2) the Servicer has been replaced pursuant to Section 6.12 such amount shall not exceed the Capped Servicing Fee; Unused Commitment Fee and (B3) to the Backup ServicerMinimum Utilization Fee, if it has become pro rata, on the Successor Servicer, any Transition Expensesbasis of the amount owed; (iv) FOURTHFourth, to the Deal Agent for the account each Managing Agent, on behalf of the Lenderrelated Lenders, pro rata, to pay the Advances Outstanding in an amount equal necessary to satisfy the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment DateBorrowing Base Test; (v) FIFTH, during the Revolving PeriodFifth, to the Deal Agent for the account each Managing Agent, on behalf of the Lenderrelated Lenders, an amount equal pro rata, to pay the Advances Outstanding to the Monthly Principal Payment Amount for such Payment Dateextent required to satisfy the Interest Coverage Ratio Test; (vi) SIXTH, during the Amortization PeriodSixth, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double countingSyndication Agent, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) 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 Syndication Fee due in respect of such Payment Date, to the extent not paid pursuant to clause (iii) above and any such Servicing Fee unpaid payable from any prior Payment Date; (xi) ELEVENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xii) TWELFTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (v) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the Lender.;

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption so long as no Event of exclusive control of the Collection AccountDefault has occurred and is continuing, the Collateral AgentManager 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 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 make payment from the Interest Collection Account from the Collection Account and allocate and distribute such amounts to the applicable Person 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: (i1) FIRST, to the Hedge CounterpartyCollateral Custodian and the Securities Intermediary pro rata, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from any prior Payment Date. (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, in an amount equal to any accrued and unpaid Backup Servicing Fee Collateral Custodian Fees; (2) to the Hedge Counterparty, the aggregate net amount then due in respect and payable to the Hedge Counterparty under each applicable Hedging Agreement (excluding Hedge Breakage Costs); (3) to the Collateral Manager (including, for avoidance of such Payment Datedoubt, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup the Replacement Servicer, and if applicable), first, to pay any accrued and unpaid Indemnified Amounts owed by Collateral Management Fees and, second, to pay all documented fees and expenses of the Borrower Collateral Manager (including, without limitation, reasonable attorney’s fees, costs and expenses) in an aggregate amount with respect to SST up to such documented fees and expenses in any rolling 12-month period not greater than the greater of (i) 0.20% of the aggregate outstanding principal value of all Eligible Loans and (ii) $17,000250,000; provided that so long as CM Investment Partners LLC is Collateral Manager, monthlysuch fee shall be waived until such time as IM directs the Custodian otherwise; (iii) THIRD, (A4) to the ServicerAdministrative Agent, in an amount equal to any accrued and unpaid Servicing Fees due fees, expenses and indemnities set forth 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 Transaction Documents; (B5) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; (iv) FOURTH, Administrative Agent to the Deal Agent for the account of the be distributed pro rata to each Lender, in an amount equal to the sum of (a) any accrued and unpaid Interest with respect to Advances made by such Lender, (Ab) Interest any accrued and unpaid Non-Usage Fee (up such Non-Usage Fee to an amount not exceeding be allocated based on the Interest Capunused Commitment of each Lender) and (c) any accrued and unpaid 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; (v6) FIFTHto the Hedge Counterparty, any other amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement; (7) to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to, if the Facility Amount has been terminated in whole pursuant to Section 2.3(c), the Advances Outstanding; (8) to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders; (9) to the Administrative Agent to be distributed pro rata to each Lender, if a Borrowing Base Deficiency exists, an amount necessary to reduce the Borrowing Base Deficiency to zero, pro rata in accordance with the amount of Advances Outstanding hereunder; (a) during the Revolving Period, to fund the Deal Agent for the account of the Lender, Unfunded Exposure Account in an amount necessary to cause all amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (b) after the Revolving Period, to fund the Monthly Principal Payment Amount for such Payment DateUnfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount; (vi11) SIXTH, during the Amortization Period, to the Deal Administrative Agent for to be distributed to the account of the Administrative Agent, any applicable Lender, the Additional Principal Payment AmountCollateral Custodian and the Securities Intermediary, until Capital has been reduced to zero; (vii) SEVENTHthe Indemnified Parties, to or the Deal Agent for the account of the LenderSecured Parties, an amount equal toas applicable, all other amounts then due and owing, including, without double countinglimitation, any Interest Cap Carryover. (viii) EIGHTHunpaid Administrative Expenses, to any amounts accrued and unpaid under the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double countingFee Letter, Increased Costs, Taxes, indemnities, but other than the principal of Advances Outstanding, then due under this Agreement; and (12) any Additional Amounts and Indemnified Amounts (provided that, with respect remaining amounts shall be distributed to the Backup ServicerBorrower 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 Indemnified Amounts shall include only those Indemnified Amounts Reporting Date Report) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to clause (ii) above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ix) NINTHSection 2.7(a), to the Reserve AccountCollateral Custodian and the Securities Intermediary, (A) pro rata, in an amount equal to any outstanding Reserve 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 accrued and unpaid Interest with respect to Advances made by such ▇▇▇▇▇▇, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender) and (Bc) any accrued and unpaid Breakage Costs; (6) to the extent not paid pursuant to Section 2.7(a), to the Hedge Counterparty, any other unpaid amounts (including any Hedge Breakage Costs) incurred by the Hedge Counterparty under the applicable Hedging Agreement then due and payable, net of any amounts then due and payable to the Borrower under such applicable Hedging Agreement; (7) to the extent not paid pursuant to Section 2.7(a), to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to if the Facility Amount has been terminated in whole pursuant to Section 2.3(c), the Advances Outstanding; (8) to the extent not paid pursuant to Section 2.7(a), to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders; (9) (x) during the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause all amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (y) after the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause the amount on deposit amounts in the Reserve Unfunded Exposure Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A))Aggregate Unfunded Exposure Amount; (x10) TENTH, to (a) during the Backup Servicer, any Servicing Fee due in respect of such Payment DateRevolving Period, to the extent not paid pursuant to clause (iii) above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTHSection 2.7(a), to the Deal Administrative Agent for to be distributed pro rata to each Lender, if a Borrowing Base Deficiency exists, an amount necessary to reduce the account Borrowing Base Deficiency to zero, pro rata in accordance with the amount of any other applicable Person, all remaining amounts up to all Aggregate Unpaids Advances Outstanding hereunder and (during b) after the end of the Revolving Period, other than Capital) until paid in fullto the Lenders to pay the Advances Outstanding; (xii) TWELFTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b11) to the contrary, the Borrower shall extent not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (v) is insufficient 2.7(a), to cover all amounts due thereunder on such Payment Date the Borrower (orAdministrative Agent to be distributed pro rata to the Administrative Agent, following its assumption of exclusive control of the Reserve Accountany applicable Lender, the Collateral AgentCustodian, the Securities Intermediary, the Indemnified Parties, or the Secured Parties, all other amounts, including, without limitation, any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, any Increased Costs, Taxes, indemnities and fees or expenses of counsel, but other than the principal of Advances Outstanding, then due under this Agreement; and (12) any remaining amounts shall withdraw from the Reserve Account an amount equal be distributed to the lesser of such shortfall and Borrower or any nominee thereof, which amounts may be used by the amount of funds Borrower to make Restricted Payments, provided, that Borrower shall first reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on deposit in the Reserve Account (such withdrawalBorrower’s behalf pursuant to this Agreement, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the Lenderextent not otherwise reimbursed hereunder.

Settlement Procedures. (a) On 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 Payment Date and of the conditions precedent set forth in Section 5.03 are satisfied on such date (as evidenced by the Maturity Daterelated Release), the Borrower (oror the Initial Servicer on its behalf) may, following its assumption of exclusive control 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) pay the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Collection AccountInitial Purchase and Sale Agreement, (ii) for payment by the Collateral AgentBorrower with respect to any Subordinated Note on any Monthly Settlement Date from available collections under clause (vii) shall withdraw Available Funds below or (iii) for distribution to the Parent as a return on the 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 any Excess Reserve Amount (to be applied the extent required in accordance with Section 2.7(c)8.10, the Paying Agent shall (subject to Section 3.02) distribute all Collections received during the related Settlement Period held in the Borrower Collection Accounts and investment earnings on any amounts on deposit in the Collection Interest Reserve Account from in excess of the Collection Account and allocate and distribute Interest Reserve Amount as of such amounts to Settlement Date in accordance with the applicable Person Information Package in the following order of priority: (i) FIRSTfirst, to pay any fees and out-of-pocket expenses and indemnities due the Collateral Agent, Paying Agent, Account Bank and Back-up Servicer, up to an aggregate maximum amount of $150,000 in any given calendar year; provided that, in the event that an Early Amortization Event, Unmatured Initial Servicer Default, Initial Servicer Default, Event of Default or Unmatured Event of Default has occurred and is continuing, the fees and out-of-pocket expenses and indemnities due the Collateral Agent, Paying Agent, Account Bank and Back-up Servicer shall not be subject to such $150,000 maximum amount; (ii) second, to the Hedge CounterpartyAdministrative Agent, any out-of-pocket expenses and indemnities due to the Administrative Agent through the related Interest Period (iii) third, to each Lender and other Credit Party (ratably, based on the amount then due and owing to such Credit Party), all accrued and unpaid Interest, Fees (other than fees payable in accordance with clause (ii) above)) and Breakage Amount due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Amounts (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Period; (iv) fourth, to the Servicer (or, to the extent set forth in the Back-up Servicing Agreement following a Servicing Transfer Date, to the Back-up Servicer and the Initial Servicer) for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (v) fifth, prior to the occurrence of the Revolving Period Termination Date, to deposit in the Interest Reserve Account, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from any prior Payment Date. (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (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 Lender, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (v) FIFTH, during the Revolving Period, to the Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment DateReserve Account Deficit Amount; (vi) SIXTHsixth, during as set forth in clause (A) or (B) below, as applicable: (A) prior to the Amortization Periodoccurrence of the Revolving Period Termination Date, to the Deal Agent extent that a Borrowing Base Deficit exists on such date to the Lenders ratably for the account payment of a portion of the Lenderoutstanding principal amount of the Loans at such time, in an aggregate amount equal to the Additional Principal Payment Amount, until Capital has been reduced amount necessary to reduce the Borrowing Base Deficit to zero; or (B) on and after the occurrence of the Revolving Period Termination Date for the payment in full of the aggregate outstanding principal amount of the Loans; (vii) SEVENTHseventh, to the Deal Agent 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 account payment of all other Borrower Obligations (including any indemnified amounts payable under Sections 11.01, any expenses paid as advances by the Back-up Servicer in accordance with the terms of the LenderBack-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, an amount equal tothe Collateral Agent, without double countingthe Account Bank, Paying Agent, Credit Parties, any Interest Cap Carryover.other Affected Persons and the Borrower Indemnified Parties; and (viii) EIGHTHeighth, the balance, if any, to be paid to, or at the Deal direction of, the Borrower for its own account. (b) All payments or distributions to be made to the Lenders (or their respective related Affected Persons and the Borrower Indemnified Parties) hereunder shall be paid or at the direction of the Administrative Agent for the account benefit of the related Lender at its Lender’s Account. Each Lender, upon its receipt in the applicable Lender’s Account of any such payments or distributions, shall distribute such amounts to its applicable related Affected Persons and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Borrower Indemnified Amounts (provided that, with respect Parties. Notwithstanding anything to the Backup Servicercontrary set forth in this Section 3.01, such Indemnified Amounts the Administrative Agent shall include only those Indemnified Amounts not paid pursuant have no obligation to clause (ii) above) due in respect of such Payment Date and unpaid from distribute or pay 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, under this Section 3.01 except to the extent not paid pursuant to clause (iii) above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTH, actually received by the Administrative Agent. Each payment by the Servicer or the Borrower to the Deal Administrative Agent for the account of any other applicable Person, all remaining amounts up Credit Party hereunder shall be deemed to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xii) TWELFTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen constitute payment by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative the Borrower directly to such Credit Party, provided, however, that in the event any such payment by the Servicer or Borrower is required to be returned to the Servicer or Borrower for any reason whatsoever, then the Servicer’s or Borrower’s obligation to such Lender with respect to such payment shall be deemed to be automatically reinstated. Additionally, each Lender hereby covenants and agrees to provide timely and accurate responses to each of the Servicer designated by a Responsible Officer of Administrative Agent’s requests for information necessary for the Servicer has certified to the Collateral Administrative 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 allocations to the Lenders required pursuant to Section 2.7(a)(i) through (xi). Any such prepayment be made by the Administrative Agent hereunder, including the applicable account of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating theretoeach Lender for which amounts should be distributed. (c) If and to the extent the Administrative Agent, any Credit Party, any other Secured Party, any Affected Person, any WT Indemnified Party or any Borrower Indemnified Party shall be required for any reason to pay over to any Person any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Borrower and, accordingly, the Administrative Agent, such Credit Party, such Affected Person, such WT Indemnified Party or such Borrower Indemnified Party, as the case may be, shall have a claim against the Borrower for such amount. (d) For the purposes of this Section 3.01: (i) If on any Payment Date Deemed Collections payments made by the amount paid Originators to the Borrower under the Initial Purchase and Sale Agreement shall be treated as Collections and held for application pursuant to Section 2.7(a)(iv3.01(a); (ii) except as otherwise required by Applicable Law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (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 (vor any trustee, receiver, custodian or similar official in any insolvency proceeding) is insufficient any amount received by it hereunder, such amount shall be deemed not to cover all amounts due thereunder on have been so received by such Payment Date 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. (orf) 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 its assumption the delivery of exclusive control 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 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 Reserve Account, the Collateral Agent) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for requested payment to the LenderOriginator Collection Account Bank. Unless the Administrative Agent shall have delivered written notice of its objection to such payment by 5:00 p.m (New York City time) on the Business Day prior to the requested date of such payment, the Account Bank shall (solely to the extent insufficient cash is available in the Borrower Collection Account) liquidate sufficient Permitted Investments held pursuant to Section 8.10 to make such payment and the Paying Agent shall wire the requested funds to the applicable Originator Collection Account bank.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption or at all times after the occurrence and continuance of exclusive control of the Collection Accounta Termination Event, the Collateral Agent) shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.7(c2.6(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) FIRSTFirst, 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 any prior Payment Date.; (ii) SECONDSecond, [Reserved]; (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 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 by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST ▇▇▇▇▇ Fargo in an aggregate amount up to $17,00017,000 per month (the “Cap”); provided, monthlyhowever, that in the event of an acceleration resulting from a Termination Event specified under Section 9.1(e)(i) or Section 9.1(g) hereunder, such Cap will not apply; (iiiiv) THIRDFourth, (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; (ivv) FOURTHFifth, to the Deal Agent for the account of the LenderLenders, ratably, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts Unused Fee due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (vvi) FIFTHSixth, during the Revolving Period, to the Deal Agent for Lenders, ratably (based on the account outstanding principal amount of the Revolving Loans of each Lender), an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vivii) SIXTHSeventh, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) Eighth, during the Amortization Period, to the Deal Agent for Lenders, ratably (based on the account outstanding principal amount of the Revolving Loans of each Lender), the Additional Principal Payment Amount, until Capital the Aggregate Loan Amount has been reduced to zero; (viiix) SEVENTHNinth, ratably to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender Lenders and the Backup Servicer, an amount equal to, without double counting, 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 (ii) Third above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ixx) NINTHTenth, 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)); (xxi) TENTHEleventh, 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 (iii) Fourth above and any such Servicing Fee unpaid from any prior Payment Date; (xixii) ELEVENTHTwelfth, 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 Capitalthe Aggregate Loan Amount) until paid in full;; and (xiixiii) TWELFTHThirteenth, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shallmay, upon two Business Days’ prior written notice of the Borrower to the Collateral AgentDeal 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 (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount ratably to the Deal Agent for the account of the LenderLenders, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capitalthe portion of the Aggregate Loan Amount funded or maintained by each such Lender. Notwithstanding anything in this Section 2.7(b2.6(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) required to effect any such withdrawal or the Deal Agent make any such distribution until an Officer officer of the Servicer or a representative of the Servicer designated by a Responsible Officer an officer of the Servicer has certified to the Borrower, the Collateral Agent, the Deal Agent and the Deal Agent 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 2.7(a)(i2.6(a)(i) through (xixii). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv2.6(a)(v) and (vvi) is insufficient to cover all amounts due thereunder on such Payment Date Date, the Borrower (or, following its assumption of exclusive control of the Reserve Account, 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, following its assumption of exclusive control of the Collection Account, or the Collateral Agent, as applicable) shall pay such amount ratably to the Deal Agent for payment to the LenderLenders.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption so long as no Event of exclusive control of the Collection AccountDefault has occurred and is continuing, the Collateral Agent) Administrator shall withdraw Available Funds direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (and any Excess Reserve Amount (to be applied in accordance with Section 2.7(c)) and investment earnings on amounts on deposit in the Collateral Custodian shall make payment from the Interest Collection Account from the Collection Account and allocate and distribute such amounts to the applicable Person 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: (i1) FIRST, to the Hedge CounterpartyCollateral Custodian, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from any prior Payment Date. (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, in an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthlyCollateral Custodian Fees; (iii) THIRD, (A2) to the ServicerCollateral Administrator, in 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 ExpensesCollateral Administration Fees; (iv3) FOURTH, pro rata to the Deal Agent for the account of the each Lender, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (v) FIFTH, during the Revolving Period, to the Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) 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 accrued and unpaid Interest; (4) pro rata to (a) each Lender, in an amount equal to any accrued and unpaid Commitment Reduction Fee and Breakage Costs and (Bb) to the Administrative Agent, any applicable Lender, the Collateral Custodian, the Affected Parties, the Indemnified Parties, or the Secured Parties, as applicable, all Fees and other amounts, including any Increased Costs, but other than the principal of Advances Outstanding, then due under this Agreement; (5) pro rata to each Lender, if the Required Advance Reduction Amount is greater than zero, an amount necessary to cause reduce the Required Advance Reduction Amount to zero, pro rata in accordance with 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))of Advances Outstanding hereunder; (x6) TENTHto the applicable party, to pay all other Administrative Expenses; (7) to the Backup Servicerapplicable Governmental Authority, any Servicing Fee due Tax or withholding Tax which, if not paid, could result in respect a Lien on the assets of such the Borrower; and (8) any remaining amounts shall be distributed to the Borrower. (b) On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Administrator shall direct the Collateral Custodian to pay pursuant to the latest Borrowing Base Certificate (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Borrowing Base Certificate) to the following Persons, the following amounts in the following order of priority: (1) to the extent not paid pursuant to clause (iii) above Section 2.7(a), to the Collateral Custodian, in an amount equal to any accrued and any such Servicing Fee unpaid from any prior Payment DateCollateral Custodian Fees; (xi2) ELEVENTHto the extent not paid pursuant to Section 2.7(a), to the Deal Agent for Collateral Administrator, in an amount equal to any accrued and unpaid Collateral Administration Fees; (3) to the account of extent not paid pursuant to Section 2.7(a), pro rata to each Lender, in an amount equal to any other 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 PersonLender, the Collateral Custodian, the Affected Parties, the Indemnified Parties, or the Secured Parties, all remaining amounts up other amounts, including any Increased Costs, but other than the principal of Advances Outstanding, then due under this Agreement; (5) to all Aggregate Unpaids 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, other than Capital) until as directed by the Collateral Administrator, to repay Advances Outstanding, return cash to the Principal Collections Account and/or to be paid in fullto the Borrower; (xii7) TWELFTHafter the end of the Revolving Period, to the Borrower in an amount sufficient to pay when due any remaining amounts. Tax arising from Gains (bincluding as a result of market discount) One Business Day per calendar monthincurred prior to the SPV Merger Date (A) in respect of which no distribution has previously been made pursuant to this Section 2.7(b)(7) and (B) not subject to Independent Verification, calculated in accordance with the assumptions set forth in Section 6.5 of the AIV Limited Partnership Agreement as of the date hereof; provided, however, that the aggregate amount of which is to such Gains for purposes of such calculation shall be chosen by the Borrower, the Borrower (or, following its assumption net of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice any losses of the Borrower to or of the Collateral AgentAIV, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on against which such Gains can be offset for tax purposes as of the date of such request. The Borrower determination (or, following its assumption of exclusive control of including any losses from prior periods after the Collection Account, the Collateral Agent) shall distribute Revolving Period which were not utilized to offset Gains in such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted prior period); (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (which shall include electronic transmission) that it reasonably believes that at 8) after the end of the related Collection Period Revolving Period, to the sum of Available Funds and Excess Reserve Amount, after giving effect Lenders to such payment, will be greater than pay the amount needed Advances Outstanding; (9) to make the payments required extent not paid pursuant to Section 2.7(a)(i2.7(a), to the applicable party to pay all other Administrative Expenses; (10) through 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 (xi). Any such prepayment of principal 11) any remaining amounts shall include all accrued and unpaid Interest and any applicable Breakage Costs relating theretobe distributed to the Borrower. (c) The Collateral Administrator may, in its sole discretion, direct the Collateral Custodian to make a payment to the Borrower from the Principal Collection Account on any Business Day other than a Payment Date. (id) If On each Borrowing Base Certificate delivered on any Payment Date the amount paid where a distribution is requested pursuant to Section 2.7(a)(iv) and (v) is insufficient to cover all amounts due thereunder on such Payment Date 2.7(b)(7), the Borrower (or, following its assumption of exclusive control shall set forth an itemized computation of the Reserve Account, the Collateral Agentamount which would be distributed pursuant to Section 2.7(b)(7) shall withdraw from the Reserve Account an amount equal to the lesser (assuming sufficient Available Funds after distributions per Section 2.7(b)(1)-(6)) including calculation in reasonable detail regarding each component of such shortfall calculation as set forth herein and in the related Borrowing Base Certificate. Such Borrowing Base Certificate shall set forth the amount of funds Gains (minus any such Gains for which a distribution has previously been made pursuant to Section 2.7(b)(7)) pursuant to which such Borrowing Base Certificate is being delivered, the amount of losses of the Borrower and the AIV available to offset such Gains, the applicable tax rates used in calculating such Taxes, and all other factors used to calculate such Tax. Upon at least one (1) Business Day’s notice to the 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 final and binding on deposit 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 Administrative Agent, unless the determination concludes that there is a five (5) percent or greater overstatement in the Reserve Account (amount of distribution set forth in such withdrawalBorrowing Base Certificate, a “Reserve Advance”) in which case the fee will be borne by the Borrower and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the Lendertreated as an Administrative Expense.

Settlement Procedures. (a) On Unless a Termination Date shall have occurred pursuant to Section 10.2, on each Payment Date and on the Maturity Date, the Borrower Collateral Agent shall (or, following its assumption of exclusive control of based on the Collection Account, information contained in the Collateral AgentMonthly Report delivered on the related Determination Date) shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.7(c)) 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) 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 any prior Payment Date. (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (iii) THIRDpari 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; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; ; (ivC) FOURTH, to the Deal Agent for Backup Servicer, any reasonable out-of-pocket expenses incurred by the account of the LenderBackup Servicer, an amount equal to the sum of and any accrued and unpaid Indemnified Amounts owed to the Backup Servicer; and (D) to the Collateral Agent, any reasonable out-of-pocket expenses incurred by the Collateral Agent, and any accrued and unpaid Indemnified Amounts owed to the Collateral Agent, in the case of clauses (i)(C) and (i)(D) prior to a Termination Event, up to Capped Backup Servicer and Collateral Agent Expenses, monthly; (ii) SECOND, the following amounts to be applied sequentially (A) first, pro rata to each Class A Lender, such Class A Lender’s ratable share of the Class A Interest (up to an amount not exceeding Distributable Amount due and payable on such Payment Date and the Class A Interest Cap) and Breakage CostsCarryover Shortfall, if any, from any prior Payment Date, (B) second, pro rata to each Class B Lender, such Class B Lender’s ratable share of the Program FeeClass 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 and (C) third, pro rata to each Class C Lender, such Class C Lender’s ratable share of the Facility Fee, Increased Costs Class C Interest Distributable Amount due and any Additional Amounts due in respect of payable on such Payment Date and any such amounts unpaid the Class C Interest Carryover Shortfall, if any, from any prior Payment Date; (viii) FIFTHTHIRD, during the Revolving Period, to the Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) 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)); (xiv) TENTHFOURTH, 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 Servicing Fee due in respect of such Payment Date, amounts owed to the Backup Servicer to the extent not paid pursuant to clause (iiii)(C) above due to the Capped Backup Servicer and Collateral Agent Expenses; and (C) to the Collateral Agent, any such Servicing Fee unpaid from any prior Payment Dateamounts 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; (xivii) ELEVENTHSEVENTH, 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 Capitalthe Aggregate Term Loan Balance) until paid in full;; and (xiiviii) TWELFTHEIGHTH, to the Borrower any remaining amounts. (b) One Business Day per calendar monthIf a Termination Date has occurred pursuant to Section 10.2, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Accounton each Payment Date after such Termination Date, the Collateral AgentAgent shall (based on the information contained in the Monthly Report delivered on the related Determination Date) shallwithdraw 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, upon two Business Days’ 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 written notice 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 the Borrower such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date and (3) to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date accrued and unpaid Collateral Agent Fee due in respect of such request. The Borrower Payment Date, any unpaid Collateral Agent Fee from any prior Payment Date; (orB) to the Backup Servicer, following its assumption of exclusive control of if it has become the Collection AccountSuccessor 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) shall distribute SECOND, the following amounts to be applied sequentially (A) first, pro rata to each Class A Lender, such amount 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 the Lenderany other applicable Person, all remaining amounts up to all Aggregate Unpaids until paid in full; and (v) FIFTH, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating theretoremaining amounts. (c) (i) If on any Payment Date the amount there are not sufficient Available Funds to pay all amounts required to be paid pursuant to Section 2.7(a)(iv) and (v) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account2.7(a)(ii), the Collateral AgentAgent shall (based on the information contained in the Monthly Report delivered on the related Determination Date) 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 . (ori) If on any Payment Date during the Amortization Period, following its assumption of exclusive control the amount paid pursuant to Section 2.7(a)(v) or 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 Collection Required Lenders) may direct the Collateral Agent to withdraw any or all of the amount on deposit in the Reserve Account, the Collateral Agent) shall and pay such amount to the Deal Lenders in accordance with Section 2.7(a)(v) or Section 2.7(b)(ii), as applicable. (d) With respect to any payments made by the Collateral Agent for payment to the LenderLenders, the Collateral Agent shall be entitled to rely conclusively on the Monthly Report for purposes of determining the identity of such Lenders.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption or at all times after the occurrence and continuance of exclusive control of the Collection Accounta Termination Event, the Collateral Agent) shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.7(c2.6(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) FIRSTFirst, 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 any prior Payment Date.; (ii) SECONDSecond, [Reserved]; (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 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 by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST ▇▇▇▇▇ FargoComputershare up to $17,000, monthly; (iiiiv) THIRDFourth, (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; (ivv) FOURTHFifth, to the Deal Agent for the account of the LenderLenders, ratably, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts Unused Fee due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (vvi) FIFTHSixth, during the Revolving Period, to the Deal Agent for Lenders, ratably (based on the account outstanding principal amount of the Revolving Loans of each Lender), an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vivii) SIXTHSeventh, to any Successor Servicer, an amount equal to Reliening Expenses; (viii) Eighth, during the Amortization Period, to the Deal Agent for Lenders, ratably (based on the account outstanding principal amount of the Revolving Loans of each Lender), the Additional Principal Payment Amount, until Capital the Aggregate Loan Amount has been reduced to zero; (viiix) SEVENTHNinth, ratably to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender Lenders and the Backup Servicer, an amount equal to, without double counting, 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 (ii) Third above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ixx) NINTHTenth, 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)); (xxi) TENTHEleventh, 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 (iii) Fourth above and any such Servicing Fee unpaid from any prior Payment Date; (xixii) ELEVENTHTwelfth, 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 Capitalthe Aggregate Loan Amount) until paid in full;; and (xiixiii) TWELFTHThirteenth, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shallmay, upon two Business Days’ prior written notice of the Borrower to the Collateral AgentDeal 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 (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount ratably to the Deal Agent for the account of the LenderLenders, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capitalthe portion of the Aggregate Loan Amount funded or maintained by each such Lender. Notwithstanding anything in this Section 2.7(b2.6(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) required to effect any such withdrawal or the Deal Agent make any such distribution until an Officer officer of the Servicer or a representative of the Servicer designated by a Responsible Officer an officer of the Servicer has certified to the Borrower, the Collateral Agent, the Deal Agent and the Deal Agent 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 2.7(a)(i2.6(a)(i) through (xixii). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv2.6(a)(v) and (vvi) is insufficient to cover all amounts due thereunder on such Payment Date Date, the Borrower (or, following its assumption of exclusive control of the Reserve Account, 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, following its assumption of exclusive control of the Collection Account, or the Collateral Agent, as applicable) shall pay such amount ratably to the Deal Agent for payment to the LenderLenders.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) 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) 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 any prior Payment Date. (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST the Backup Servicer in an aggregate amount up to $17,00017,000 per month (the “Cap”); provided, monthlyhowever, that in the event of an acceleration resulting from a Termination Event specified under Section 10.1(d)(i) or Section 10.1(f) hereunder, such Cap will not apply; (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 LenderLenders, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) Yield and Breakage Costs, (B) the Program Fee, and (C) the Facility 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 LenderLenders, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) 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 (iii) above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xii) TWELFTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (v) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the Lender.

Settlement Procedures. (a) On Unless a Termination Date shall have occurred pursuant to Section 10.2, on each Payment Date and on the Maturity Date, the Borrower Collateral Agent shall (or, following its assumption of exclusive control of based on the Collection Account, information contained in the Collateral AgentMonthly Report delivered on the related Determination Date) shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.7(c)) 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) 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 any prior Payment Date. (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (iii) THIRDpari 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; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expenses; ; (ivC) FOURTH, to the Deal Agent for Backup Servicer, any reasonable out-of-pocket expenses incurred by the account of the LenderBackup Servicer, an amount equal to the sum of and any accrued and unpaid Indemnified Amounts owed to the Backup Servicer; and (D) to the Collateral Agent, any reasonable out-of-pocket expenses incurred by the Collateral Agent, and any accrued and unpaid Indemnified Amounts owed to the Collateral Agent, in the case of clauses (i)(C) and (i)(D) prior to a Termination Event, up to Capped Backup Servicer and Collateral Agent Expenses, monthly; (ii) SECOND, the following amounts to be applied sequentially (A) first, pro rata to each Class A Lender, such Class A Lender’s ratable share of the Class A Interest (up to an amount not exceeding Distributable Amount due and payable on such Payment Date and the Class A Interest Cap) and Breakage CostsCarryover Shortfall, if any, from any prior Payment Date, (B) second, pro rata to each Class B Lender, such Class B Lender’s ratable share of the Program FeeClass 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 and (C) third, pro rata to each Class C Lender, such Class C Lender’s ratable share of the Facility Fee, Increased Costs Class C Interest Distributable Amount due and any Additional Amounts due in respect of payable on such Payment Date and any such amounts unpaid the Class C Interest Carryover Shortfall, if any, from any prior Payment Date; (viii) FIFTHTHIRD, during the Revolving Period, to the Deal Agent for the account of the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) 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)); (xiv) TENTHFOURTH, during the Revolving Period, to the Principal Collection Account for application by the Borrower to purchase additional Loans (or to fund additional Dealer Loan Contracts allocated to the Open Pool of Dealer Loan Contracts securing a Dealer Loan) from the Originator, the amount needed to cause (1) the Collateral Amount to at least equal the Required Collateral Amount, and if the Required Collateral Amount cannot be reached due to an insufficient amount of Loans for purchase by the Borrower, the amount needed to cause the Adjusted Collateral Amount to at least equal the Required Collateral Amount and (2) the Forecasted Collections to at least equal the Required Forecasted Collections Amount, and if the Required Forecasted Collections Amount cannot be reached due to an insufficient amount of Loans for purchase by the Borrower, the amount needed to cause the Adjusted Forecasted Collections to at least equal the Required Forecasted Collections Amount; (v) FIFTH, during the Amortization Period, the following amounts to be applied sequentially (A) first, pro rata to each Class A Lender, such Class A Lender’s ratable share of the Class A Principal Distributable Amount until the Class A Loan Balance has been reduced to zero, (B) second, pro rata to each Class B Lender, such Class B Lender’s ratable share of the Class B Principal Distributable Amount until the Class B Loan Balance has been reduced to zero and (C) third, 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 Servicing Fee due in respect of such Payment Date, amounts owed to the Backup Servicer to the extent not paid pursuant to clause (iiii)(C) above due to the Capped Backup Servicer and Collateral Agent Expenses; and (C) to the Collateral Agent, any such Servicing Fee unpaid from any prior Payment Dateamounts 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; (xivii) ELEVENTHSEVENTH, 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 Capitalthe Aggregate Term Loan Balance) until paid in full;; and (xiiviii) TWELFTHEIGHTH, to the Borrower any remaining amounts. (b) One Business Day per calendar monthIf a Termination Date has occurred pursuant to Section 10.2, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Accounton each Payment Date after such Termination Date, the Collateral AgentAgent shall (based on the information contained in the Monthly Report delivered on the related Determination Date) shallwithdraw 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, upon two Business Days’ 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 written notice 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 the Borrower such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date and (3) to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date accrued and unpaid Collateral Agent Fee due in respect of such request. The Borrower Payment Date, any unpaid Collateral Agent Fee from any prior Payment Date; (orB) to the Backup Servicer, following its assumption of exclusive control of if it has become the Collection AccountSuccessor 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) shall distribute SECOND, the following amounts to be applied sequentially (A) first, pro rata to each Class A Lender, such amount 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 the Lenderany other applicable Person, all remaining amounts up to all Aggregate Unpaids until paid in full; and (v) FIFTH, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating theretoremaining amounts. (c) (i) If on any Payment Date the amount there are not sufficient Available Funds to pay all amounts required to be paid pursuant to Section 2.7(a)(iv) and (v) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account2.7(a)(ii), the Collateral AgentAgent shall (based on the information contained in the Monthly Report delivered on the related Determination Date) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the Lender.

Settlement Procedures. 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 Maturity Termination Date, the Borrower (or, following its assumption of exclusive control of the Collection Account, 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 Interest Collections on deposit in the Interest Collection Account from the Collection Account and allocate and distribute such amounts to the applicable Person Subaccount, will be applied in the following order of priority: (i) FIRSTFirst, (1) first, pro rata, to the Hedge CounterpartyServicer (on behalf of the Borrower) for the payment to the appropriate taxing authorities, an the amount equal of taxes and governmental fees owed by the Borrower, (2) second, to pay to the Collateral Custodian, the Paying Agent and the Administrative Agent any Hedge Costs (exclusive of termination payments) and any Administrative Expenses payable on such Hedge Costs (exclusive of termination payments) unpaid from any prior Payment Date., provided that the amount applied under this clause (a)(i)(2) for 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 the Servicer or BCA incurred on behalf of the Borrower; provided that the amount applied under this clause (a)(i)(3) for such Payment Date shall not exceed $50,000; (ii) SECONDSecond, to the Backup Servicer so long as it has not become the Servicer hereunderServicer, in an amount equal to any accrued and unpaid Backup Senior Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed Fees unless otherwise waived by the Borrower to SST up to $17,000, monthlyServicer; (iii) THIRDThird, (A) to each Managing Agent, on behalf of the Servicerrelated Lenders, in an amount equal to (1) any accrued and unpaid Servicing Fees due in respect of Interest for such Payment Date and any Servicing Fees unpaid from any prior Payment Date; provided(2) the Unused Commitment Fee, howeverpro rata, if on the Servicer has been replaced pursuant to Section 6.12 such basis of the amount shall not exceed the Capped Servicing Fee; and (B) to the Backup Servicer, if it has become the Successor Servicer, any Transition Expensesowed; (iv) FOURTHFourth, to the Deal Agent for the account each Managing Agent, on behalf of the Lenderrelated Lenders, pro rata, to pay the Advances Outstanding in an amount equal necessary to satisfy the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment DateBorrowing Base Test; (v) FIFTH, during the Revolving PeriodFifth, to the Deal Agent for the account each Managing Agent, on behalf of the Lenderrelated Lenders, an amount equal pro rata, to pay the Advances Outstanding to the Monthly Principal Payment Amount for such Payment Dateextent required to satisfy the Interest Coverage Ratio Test; (vi) SIXTH, during the Amortization PeriodSixth, to the Deal Agent for the account of the Lender, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double countingSyndication Agent, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) 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 Syndication Fee due in respect of such Payment Date, to the extent not paid pursuant to clause (iii) above and any such Servicing Fee unpaid payable from any prior Payment Date; (xi) ELEVENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xii) TWELFTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (v) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall pay such amount to the Deal Agent for payment to the Lender.;

Settlement Procedures. (a) On As set forth in the Monthly Report, on each Payment Date and on the Maturity Date, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) 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) 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 any prior Payment Date. (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST up to $17,000, monthly; (iii) THIRDpari passu, (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; (C) to the Backup Servicer, so long as it has not become the Successor Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed to the Backup Servicer; and (D) to the Collateral Agent, accrued and unpaid Collateral Agent Fee due in respect of such Payment Date, any unpaid Collateral Agent Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred by the Collateral Agent, and any accrued and unpaid Indemnified Amounts owed to the Collateral Agent, in the case of clauses (i)(C) and (i)(D) prior to a Termination Event, up to Capped Backup Servicer and Collateral Agent Fees and Expenses, monthly; (ivii) FOURTHSECOND, to the Deal Agent for the account of the LenderLenders, pro rata, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) Yield and Breakage Costs, (B) the Program Fee, and (C) the Facility Fee, any Increased Costs and any Additional Amounts due in respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (viii) FIFTHTHIRD, to the Lenders, pro rata based upon the portion of such amounts owed to each such party, any Indemnified Amounts; (iv) FOURTH, (A) during the Revolving Period, to the Deal Agent Principal Collection Account for application by the account of the Lender, an amount equal Borrower to purchase additional Loans (or to fund additional Dealer Loan Contracts allocated to the Monthly Principal Payment 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 such Payment Date; purchase by the Borrower, the amount needed to cause the Adjusted Collateral Amount to equal the Minimum Collateral Amount, and (vi2) SIXTHthe Forecasted Collections to at least equal the Minimum Forecasted Collections Amount, and if the Minimum Forecasted Collections Amount cannot be reached due to an insufficient amount of Loans for purchase by the Borrower, the amount needed to cause the Adjusted Forecasted Collections to at least equal the Minimum Forecasted Collections Amount; and (B) during the Amortization Period, to the Deal Agent for the account of the LenderLenders, pro rata, the Additional Principal Payment Distributable Amount, until Capital has been reduced to zero; (viiv) SEVENTHFIFTH, to during the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender and the Backup Servicer, an amount equal to, without double counting, Increased Costs, any Additional Amounts and Indemnified Amounts (provided that, with respect to the Backup Servicer, such Indemnified Amounts shall include only those Indemnified Amounts not paid pursuant to clause (ii) above) due in respect of such Payment Date and unpaid from any prior Payment Date; (ix) NINTHRevolving 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)); (xvi) TENTHSIXTH, pari passu, (A) to the Backup Servicer, any Servicing Fee due in respect of such Payment Dateamounts owed to the Backup Servicer, to the extent not paid pursuant to clause (iiii)(C) above and (B) to the Collateral Agent, any such Servicing Fee unpaid from any prior Payment Dateaccrued fees, reasonable out-of-pocket expenses or 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; (xivii) ELEVENTHSEVENTH, to the Deal Agent Lenders for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xiiviii) TWELFTHEIGHTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall, upon two Business Days’ prior written notice of the Borrower to the Collateral Agent, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) shall distribute such amount to the Deal Agent for the account of the Lender, to be distributed by the Deal Agent to the Lender as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) to effect any such withdrawal or the Deal Agent make any such distribution until an Officer of the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (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). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv2.7(a)(ii) and (viv) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall pay such amount to the Lenders.If on any Payment Date during the Amortization Period, the amount paid pursuant to Section 2.7(a)(iv) is insufficient to reduce Capital to zero, the Deal Agent, acting at the direction of the Required Lenders, may direct the Collateral Agent for payment in writing to withdraw any or all of the amount on deposit in the Reserve Account, and pay such amount to the LenderLenders. (c) With respect to any payments made by the Collateral Agent to the Lenders, the Collateral Agent shall be entitled to rely conclusively on the Monthly Report for purposes of determining the identity of such Lenders.

Settlement Procedures. (a) On each Payment Date and on the Maturity Date, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) 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) 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 any prior Payment Date. (ii) SECOND, to the Backup Servicer so long as it has not become the Servicer hereunder, an amount equal to any accrued and unpaid Backup Servicing Fee due in respect of such Payment Date, any unpaid Backup Servicing Fee from any prior Payment Date, any reasonable out-of-pocket expenses incurred in SST’s capacity as by the Backup Servicer, and any accrued and unpaid Indemnified Amounts owed by the Borrower to SST 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 LenderLenders, an amount equal to the sum of any accrued and unpaid (A) Interest (up to an amount not exceeding the Interest Cap) Yield and Breakage Costs, (B) the Program Fee, and (C) the Facility 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 LenderLenders, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (vi) SIXTH, to any Successor Servicer, to the extent not already paid pursuant to clause THIRD above an amount equal to Reliening Expenses; (vii) SEVENTH, (i) during the Revolving Period with respect to each Dissenting Investor after the time its Commitment has been reduced to zero pursuant to Section 2.1(b)(iv), pro rata, an amount equal to its outstanding Capital until such Dissenting Investor’s Capital has been reduced to zero and (ii) during the Amortization Period, to the Deal Agent for the account of the LenderLenders, pro rata, the Additional Principal Payment Amount, until Capital has been reduced to zero; (vii) SEVENTH, to the Deal Agent for the account of the Lender, an amount equal to, without double counting, any Interest Cap Carryover. (viii) EIGHTH, to the Deal Agent for the account of the Lender 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 (ii) 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 (iii) THIRD above and any such Servicing Fee unpaid from any prior Payment Date; (xi) ELEVENTH, to the Deal Agent for the account of any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Period, other than Capital) until paid in full; (xii) TWELFTH, to the Borrower any remaining amounts. (b) One Business Day per calendar month, the date of which is to be chosen by the Borrower, the Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall, upon two Business Days’ ' prior written notice request of the Borrower to the Collateral AgentBorrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such request. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall distribute such amount to the Deal Agent for the account of the LenderLenders, to be distributed by the Deal Agent to the Lender Lenders, pro rata, as a payment in reduction of Capital. Notwithstanding anything in this Section 2.7(b) to the contrary, the Borrower shall not be permitted (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent shall not be required) 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 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 (xi). Any such prepayment of principal shall include all accrued and unpaid Interest and any applicable Breakage Costs relating thereto. (c) (i) If on any Payment Date the amount paid pursuant to Section 2.7(a)(iv) and (vvii) is insufficient to cover all amounts due thereunder on such Payment Date the Borrower (or, following its assumption of exclusive control of the Reserve Account, the Collateral Agent) Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Borrower (or, following its assumption of exclusive control of the Collection Account, the Collateral Agent) Agent shall pay such amount to the Deal Agent for payment to the LenderLenders. (ii) If on any Payment Date during the Amortization Period, the amount paid pursuant to Section 2.7(a)(vii) is insufficient to reduce Capital to zero, the Deal Agent, in its sole discretion, may direct the Collateral Agent to withdraw any or all of the amount on deposit in the Reserve Account, and pay such amount to the Deal Agent, for payment to the Lenders.