Common use of Application of Collections Prior to Termination Date Clause in Contracts

Application of Collections Prior to Termination Date. (a) The Servicer shall cause all Collections received in the Depository Accounts and the Lockboxes to be remitted to the Collection Account not later than the third Business Day after receipt thereof. Subject to Section 2.20, funds on deposit in the Collection Account from time to time may be invested in Permitted Investments. Each such Permitted Investment shall mature not later than the Business Day preceding the next Settlement Date and shall be held to maturity. Each investment instruction by the Borrower or the Servicer, which may be a standing instruction, shall designate specific types of Permitted Investments (and the terms thereof) and shall certify that such investments constitute Permitted Investments that will mature at the time specified in the preceding sentence. Absent the written instruction of the Borrower or the Servicer, the Paying Agent shall invest funds on deposit in the Collection Account in Permitted Investments described in clause (d) of the definition thereof. None of the Program Agent, the Paying Agent or Securities Intermediary shall be liable for any loss incurred in connection with an investment in the Collection Account, except for losses due to such Person’s failure to make payments on such Permitted Investments issued by such Person in its commercial capacity as principal obligor (and not as Program Agent, Paying Agent or Securities Intermediary). (b) On each Settlement Date prior to the Termination Date, the Paying Agent shall, based on the information set forth in the related Monthly Report, apply all Finance Charge Collections and Hedge Receipts on deposit in the Collection Account on such day in the following order and priority: (i) first, to the Paying Agent, the Securities Intermediary, the Custodian and the Backup Servicer, pro rata, based on the amounts owing to them in respect of accrued (x) Paying Agent Fees, (y) Custodial Fees and (z) Backup Servicing Fees, together with any costs, expenses or indemnities then due and payable to the Paying Agent, the Securities Intermediary, the Custodian or the Backup Servicer, and any Transition Expenses then due and payable to the Backup Servicer if it becomes the successor Servicer; provided, that in no event shall the amount payable to the Backup Servicer in respect of Transition Expenses pursuant to this clause (b)(i) exceed $200,000 in the aggregate; (ii) second, to the Servicer (if not DTCC or an Affiliate of a DT Entity) the accrued and unpaid Servicer Fee and, if not otherwise paid, at the direction of the Majority Managing Agents, pay to each Approved Sub-servicer all amounts then due and payable pursuant to the contract between the Servicer and such Approved Sub-servicer; (iii) third, to pay the purchase price of an Interest Rate Hedge Agreement pursuant to Section 5.01(p) of this Agreement; (iv) fourth, to each Managing Agent (for the account of the Lenders in the related Lender Group), on a pro rata basis, an amount equal to the aggregate accrued and unpaid Interest and Liquidity Fees then due and payable to the Lenders in respect of the preceding Interest Period, together with any accrued and unpaid Interest and Liquidity Fees from prior Interest Periods; (v) fifth, to be reallocated as Principal Collections pursuant to Section 2.06(c), an amount necessary to cure a Borrowing Base Deficiency or to cause the Outstanding Loan Amount to equal the Facility Limit; (vi) sixth, if any Borrower Obligations (other than the amounts paid pursuant to clauses (i) through (iv) above) are then due and payable by the Borrower to any Secured Party, to each such Secured Party (ratably in accordance with the amounts owing to each) the Borrower Obligations so due and payable; (vii) seventh, to the Servicer (if DTCC or an Affiliate of a DT Entity) the accrued and unpaid Servicer Fee; and (viii) eighth, if no Event of Termination or Incipient Event of Termination has occurred and is continuing, remit any remaining amounts to the Borrower; provided, that if an Event of Termination or Incipient Event of Termination has occurred and is continuing, any remaining amounts shall be retained in the Collection Account for application on the next Settlement Date in accordance with this Section 2.06 or Section 2.07. (c) On each Business Day prior to the Termination Date (including, without limitation, each Settlement Date), the Paying Agent shall based on written instructions from the Servicer cause all Principal Collections on deposit in the Collection Account on such day to be applied in the following order and priority: (i) first, if a Borrowing Base Deficiency exists, or the Outstanding Loan Amount exceeds the Facility Limit, to the Managing Agents, on behalf of the applicable Lenders, an amount equal to such Borrowing Base Deficiency or the amount necessary to cause the Outstanding Loan Amount to be less than or equal to the Facility Limit (such amount to be allocated among the Lenders ratably in accordance with the outstanding principal balance of the Loans held by each), provided, however, that at any time there are Extending Lenders and Non-Extending Lenders, notwithstanding the foregoing, the amount necessary to cause the Outstanding Loan Amount to be less than or equal to the Facility Limit, shall be applied to pay the Managing Agents of all Non-Extending Lenders with such amount to be allocated among the Non-Extending Lenders ratably in accordance with the outstanding principal balance of the Loans held by each; (ii) second, in the event that at least one Committed Lender has agreed to any extension of the Commitment Termination Date pursuant to Section 2.08 when requested by the Borrower, and at least one Lender has not agreed to such extension (each such Lender, a “Non-Extending Lender”), then, from and after the occurrence of the Commitment Termination Date for any Non-Extending Lender, to each such Non-Extending Lender, in payment of the outstanding principal balance of its Loans, in an amount equal to such Non-Extending Lender’s ratable share (in accordance with the respective outstanding principal balance of the Loans made by each of the Lenders) of the balance of such Collections (such ratable share to be determined on each Business Day, solely for the purposes of this clause (ii), based upon the outstanding Loans of the Lenders immediately preceding such Commitment Termination Date), until such Non-Extending Lender’s outstanding Loans are reduced to zero; (iii) third, if the Managing Agent of a Conduit Lender has notified the Borrower and the Servicer that such Conduit Lender shall not make any more Loans, to such Conduit Lender, in reduction of its outstanding Loans, in an amount equal to such Conduit Lender’s ratable share of the balance of such Collections (in accordance with the outstanding principal balance of such Loans held by each Lender) until the principal balance of the Loans of such Conduit Lender is reduced to zero; and (iv) fourth, remit any remaining Principal Collections to the Borrower for application in accordance with Section 2.06(d) below (any such remittance, a “Release”); provided that, if the conditions precedent for such Release set forth in Section 3.02 are not satisfied, the Servicer shall retain such Principal Collections into the Collection Account for application on the next Business Day in accordance with this Section 2.06 or Section 2.07, as applicable. (d) Any Principal Collections remitted to the Borrower pursuant to Section 2.06(c)(iv) shall be applied by the Servicer, on behalf of the Borrower: (i) first, if so requested by the Borrower, to pay or prepay (or set aside for the payment or prepayment of) Loans, (ii) second, to pay the purchase price for Eligible Contracts to be acquired by the Borrower from the Originator on such day under the Purchase Agreement, and (iii) third, any remaining amounts to be retained in the Collection Account for application on the next Business Day in accordance with this Section 2.06; provided that, on any Settlement Date prior to the Termination Date, any remaining amounts after giving effect to the preceding clauses (i) and (ii) may be remitted to Borrower if both before and immediately after giving effect thereto, no Event of Termination or Incipient Event of Termination exists or will exist.

Application of Collections Prior to Termination Date. (a) The Servicer shall cause all Collections received in the Depository Accounts and the Lockboxes to be remitted to the Collection Account not later than the third Business Day after receipt thereof. Subject to Section 2.202.19, funds on deposit in the Collection Account and Reserve Account from time to time may be invested in Permitted Investments. Each such Permitted Investment shall mature not later than the Business Day preceding the next Settlement Date and shall be held to maturity. Each investment instruction by the Borrower or the Servicer, which may be a standing instruction, shall designate specific types of Permitted Investments (and the terms thereof) and shall certify that such investments constitute Permitted Investments that will mature at the time specified in the preceding sentence. Absent the written instruction of the Borrower or the Servicer, the Paying Agent shall invest funds on deposit in the Collection Account and the Reserve Account in Permitted Investments described in clause (d) of the definition thereof. None of the Program Agent, the Paying Agent or Securities Intermediary shall be liable for any loss incurred in connection with an investment in the Collection Account or the Reserve Account, except for losses due to such Person’s failure to make payments on such Permitted Investments issued by such Person in its commercial capacity as principal obligor (and not as Program Agent, Paying Agent or Securities Intermediary). (b) On each Settlement Date prior to the Termination Date, the Paying Agent shall, based on the information set forth in the related Monthly Report, apply all Finance Charge Collections and Hedge Receipts on deposit in the Collection Account on such day in the following order and priority: (i) first, to the Paying Agent, the Securities Intermediary, the Custodian and the Backup Servicer, pro rata, based on the amounts owing to them in respect of accrued (x) Paying Agent Fees, (y) Custodial Fees and (z) Backup Servicing Fees, together with any costs, expenses or indemnities then due and payable to the Paying Agent, the Securities Intermediary, the Custodian or the Backup Servicer, and any Transition Expenses then due and payable to the Backup Servicer if it becomes the successor Servicer; provided, provided that in no event shall the amount payable to the Backup Servicer in respect of Transition Expenses pursuant to this clause (b)(i) exceed $200,000 in the aggregate; (ii) second, to the Servicer (if not DTCC or an Affiliate of a DT Entity) the accrued and unpaid Servicer Fee and, if not otherwise paid, at the direction of the Majority Managing Agents, pay to each Approved Sub-servicer all amounts then due and payable pursuant to the contract between the Servicer and such Approved Sub-servicer; (iii) third, to pay the purchase price of an Interest Rate Hedge Agreement pursuant to Section 5.01(p) of this Agreement; (iv) fourth, to each Managing Agent (for the account of the Lenders in the related Lender Group), on a pro rata basis, an amount equal to the aggregate accrued and unpaid Interest and Liquidity Fees then due and payable to the Lenders in respect of the preceding Interest Period, together with any accrued and unpaid Interest and Liquidity Fees from prior Interest Periods; (v) fifth, to be reallocated as Principal Collections pursuant to Section 2.06(c), an amount necessary to cure a Borrowing Base Deficiency or to cause the Outstanding Loan Amount to equal the Facility Limit; (vi) sixth, if any Borrower Obligations (other than the amounts paid pursuant to clauses (i) through (iv) above) are then due and payable by the Borrower to any Secured Party, to each such Secured Party (ratably in accordance with the amounts owing to each) the Borrower Obligations so due and payable; (vii) seventh, to the Servicer (if DTCC or an Affiliate of a DT Entity) the accrued and unpaid Servicer Fee; and (viii) eighth, if no Event of Termination or Incipient Event of Termination has occurred and is continuing, remit any remaining amounts to the Borrower; provided, that if an Event of Termination or Incipient Event of Termination has occurred and is continuing, any remaining amounts shall be retained in the Collection Account for application on the next Settlement Date in accordance with this Section 2.06 or Section 2.07. (c) On each Business Day prior to the Termination Date (including, without limitation, each Settlement Date), the Paying Agent shall based on written instructions from the Servicer cause all Principal Collections on deposit in the Collection Account on such day to be applied in the following order and priority: (i) firstfourth, if a Borrowing Base Deficiency exists, or the Outstanding Loan Amount exceeds the Facility Limit, to the Managing Agents, on behalf of the applicable Lenders, an amount equal to such Borrowing Base Deficiency or the amount necessary to cause the Outstanding Loan Amount to be less than or equal to the Facility Limit (such amount to be allocated among the Lenders ratably in accordance with the outstanding principal balance of the Loans held by each), provided, however, that at any time there are Extending Lenders and Non-Non- Extending Lenders, notwithstanding the foregoing, the amount necessary to cause the Outstanding Loan Amount to be less than or equal to the Facility Limit, shall be applied to pay the Managing Agents of all Non-Extending Lenders with such amount to be allocated among the Non-Extending Lenders ratably in accordance with the outstanding principal balance of the Loans held by each; (iiv) secondfifth, if any Borrower Obligations (other than the amounts paid pursuant to clauses (i) through (iv) above) are then due and payable by the Borrower to any Secured Party, to each such Secured Party (ratably in accordance with the amounts owing to each) the Borrower Obligations so due and payable; (vi) sixth, to the Reserve Account, until the amount on deposit therein is equal to the Reserve Account Requirement; (vii) seventh, in the event that at least one Committed Lender has agreed to any extension of the Commitment Termination Date pursuant to Section 2.08 when requested by the Borrower, and at least one Lender has not agreed to such extension (each such Lender, a “Non-Extending Lender”), then, from and after the occurrence of the Commitment Termination Date for any Non-Extending Lender, to each such Non-Extending Lender, in payment of the outstanding principal balance of its Loans, in an amount equal to such Non-Extending Lender’s ratable share (in accordance with the respective outstanding principal balance of the Loans made by each of the Lenders) of the balance of such Collections (such ratable share to be determined on each Business Day, solely for the purposes of this clause (ii), based upon the outstanding Loans of the Lenders immediately preceding such Commitment Termination Date), until such Non-Non- Extending Lender’s outstanding Loans are reduced to zero; (iiiviii) third, if the Managing Agent of a Conduit Lender has notified the Borrower and the Servicer that such Conduit Lender shall not make any more Loans, to such Conduit Lender, in reduction of its outstanding Loans, in an amount equal to such Conduit Lender’s ratable share of the balance of such Collections (in accordance with the outstanding principal balance of such Loans held by each Lender) until the principal balance of the Loans of such Conduit Lender is reduced to zero; and (iv) fourtheighth, remit any remaining Principal Collections to the Borrower for application in accordance with Section 2.06(d2.06(c) below (any such remittance, a “Release”); provided that, if the conditions precedent for such Release set forth in Section 3.02 are not satisfied, the Servicer shall retain such Principal Collections into the Collection Account for application on the next Business Day in accordance with this Section 2.06 or Section 2.07, as applicable. (dc) Any Principal Collections remitted to the Borrower pursuant to Section 2.06(c)(iv2.06(b)(viii) shall be applied by the Servicer, on behalf of the Borrower: (i) first, if so requested by the Borrower, to pay or prepay (or set aside for the payment or prepayment of) Loans, (ii) second, to pay the purchase price for Eligible Contracts to be acquired by the Borrower from the Originator on such day under the Purchase Agreement, and (iii) third, any remaining amounts to be retained in the Collection Account for application on the next Business Day in accordance with this Section 2.06; provided that2.06 or Section 2.07, on any Settlement Date prior to the Termination Date, any remaining amounts after giving effect to the preceding clauses (i) and (ii) may be remitted to Borrower if both before and immediately after giving effect thereto, no Event of Termination or Incipient Event of Termination exists or will existas applicable.

Application of Collections Prior to Termination Date. (a) The Servicer shall cause all Collections received in the Depository Accounts and the Lockboxes to be remitted to the Collection Account not later than the third Business Day after receipt thereof. Subject to Section 2.202.19, funds on deposit in the Collection Account and Reserve Account from time to time may be invested in Permitted Investments. Each such Permitted Investment shall mature not later than the Business Day preceding the next Settlement Date and shall be held to maturity. Each investment instruction by the Borrower or the Servicer, which may be a standing instruction, shall designate specific types of Permitted Investments (and the terms thereof) and shall certify that such investments constitute Permitted Investments that will mature at the time specified in the preceding sentence. Absent the written instruction of the Borrower or the Servicer, the Paying Agent shall invest funds on deposit in the Collection Account and the Reserve Account in Permitted Investments described in clause (d) of the definition thereof. None of the Program Agent, the Paying Agent or Securities Intermediary shall be liable for any loss incurred in connection with an investment in the Collection Account or the Reserve Account, except for losses due to such Person’s failure to make payments on such Permitted Investments issued by such Person in its commercial capacity as principal obligor (and not as Program Agent, Paying Agent or Securities Intermediary). (b) On each Settlement Date prior to the Termination Date, the Paying Agent shall, based on the information set forth in the related Monthly Report, apply all Finance Charge Collections and Hedge Receipts on deposit in the Collection Account on such day in the following order and priority: (i) first, to the Paying Agent, the Securities Intermediary, the Custodian and the Backup Servicer, pro rata, based on the amounts owing to them in respect of accrued (x) Paying Agent Fees, (y) Custodial Fees and (z) Backup Servicing Fees, together with any costs, expenses or indemnities then due and payable to the Paying Agent, the Securities Intermediary, the Custodian or the Backup Servicer, and any Transition Expenses then due and payable to the Backup Servicer if it becomes the successor Servicer; provided, provided that in no event shall the amount payable to the Backup Servicer in respect of Transition Expenses pursuant to this clause (b)(i) exceed $200,000 in the aggregate; (ii) second, to the Servicer (if not DTCC or an Affiliate of a DT Entity) the accrued and unpaid Servicer Fee and, if not otherwise paid, at the direction of the Majority Managing Agents, pay to each Approved Sub-servicer all amounts then due and payable pursuant to the contract between the Servicer and such Approved Sub-servicer; (iii) third, to pay the purchase price of an Interest Rate Hedge Agreement pursuant to Section 5.01(p) of this Agreement; (iv) fourth, to each Managing Agent (for the account of the Lenders in the related Lender Group), on a pro rata basis, an amount equal to the aggregate accrued and unpaid Interest and Liquidity Fees then due and payable to the Lenders in respect of the preceding Interest Period, together with any accrued and unpaid Interest and Liquidity Fees from prior Interest Periods; (v) fifth, to be reallocated as Principal Collections pursuant to Section 2.06(c), an amount necessary to cure a Borrowing Base Deficiency or to cause the Outstanding Loan Amount to equal the Facility Limit; (vi) sixth, if any Borrower Obligations (other than the amounts paid pursuant to clauses (i) through (iv) above) are then due and payable by the Borrower to any Secured Party, to each such Secured Party (ratably in accordance with the amounts owing to each) the Borrower Obligations so due and payable; (vii) seventh, to the Servicer (if DTCC or an Affiliate of a DT Entity) the accrued and unpaid Servicer Fee; and (viii) eighth, if no Event of Termination or Incipient Event of Termination has occurred and is continuing, remit any remaining amounts to the Borrower; provided, that if an Event of Termination or Incipient Event of Termination has occurred and is continuing, any remaining amounts shall be retained in the Collection Account for application on the next Settlement Date in accordance with this Section 2.06 or Section 2.07. (c) On each Business Day prior to the Termination Date (including, without limitation, each Settlement Date), the Paying Agent shall based on written instructions from the Servicer cause all Principal Collections on deposit in the Collection Account on such day to be applied in the following order and priority: (i) firstfourth, if a Borrowing Base Deficiency exists, or the Outstanding Loan Amount exceeds the Facility Limit, to the Managing Agents, on behalf of the applicable Lenders, an amount equal to such Borrowing Base Deficiency or the amount necessary to cause the Outstanding Loan Amount to be less than or equal to the Facility Limit (such amount to be allocated among the Lenders ratably in accordance with the outstanding principal balance of the Loans held by each), provided, however, that at any time there are Extending Lenders and Non-Non- Extending Lenders, notwithstanding the foregoing, the amount necessary to cause the Outstanding Loan Amount to be less than or equal to the Facility Limit, shall be applied to pay the Managing Agents of all Non-Extending Lenders with such amount to be allocated among the Non-Extending Lenders ratably in accordance with the outstanding principal balance of the Loans held by each; (iiv) secondfifth, if any Borrower Obligations (other than the amounts paid pursuant to clauses (i) through (iv) above) are then due and payable by the Borrower to any Secured Party, to each such Secured Party (ratably in accordance with the amounts owing to each) the Borrower Obligations so due and payable; (vi) sixth, to the Reserve Account, until the amount on deposit therein is equal to the Reserve Account Requirement; (vii) seventh, in the event that at least one Committed Lender has agreed to any extension of the Commitment Termination Date pursuant to Section 2.08 when requested by the Borrower, and at least one Lender has not agreed to such extension (each such Lender, a “Non-Extending Lender”), then, from and after the occurrence of the Commitment Termination Date for any Non-Extending Lender, to each such Non-Extending Lender, in payment of the outstanding principal balance of its Loans, in an amount equal to such Non-Extending Lender’s ratable share (in accordance with the respective outstanding principal balance of the Loans made by each of the Lenders) of the balance of such Collections (such ratable share to be determined on each Business Day, solely for the purposes of this clause (ii), based upon the outstanding Loans of the Lenders immediately preceding such Commitment Termination Date), until such Non-Non- Extending Lender’s outstanding Loans are reduced to zero; (iiiviii) third, if the Managing Agent of a Conduit Lender has notified the Borrower and the Servicer that such Conduit Lender shall not make any more Loans, to such Conduit Lender, in reduction of its outstanding Loans, in an amount equal to such Conduit Lender’s ratable share of the balance of such Collections (in accordance with the outstanding principal balance of such Loans held by each Lender) until the principal balance of the Loans of such Conduit Lender is reduced to zero; and (iv) fourtheighth, remit any remaining Principal Collections to the Borrower for application in accordance with Section 2.06(d2.06(c) below (any such remittance, a “Release”); provided that, if the conditions precedent for such Release set forth in Section 3.02 are not satisfied, the Servicer shall retain such Principal Collections into the Collection Account for application on the next Business Day in accordance with this Section 2.06 or Section 2.07, as applicable. (dc) Any Principal Collections remitted to the Borrower pursuant to Section 2.06(c)(iv2.06(b)(viii) shall be applied by the Servicer, on behalf of the Borrower: (i) first, if so requested by the Borrower, to pay or prepay (or set aside for the payment or prepayment of) Loans, (ii) second, to pay the purchase price for Eligible Contracts to be acquired by the Borrower from the Originator on such day under the Purchase Agreement, and (iii) third, any remaining amounts if so requested by the Borrower, to be retained in the Collection Account for application on the next Business Day in accordance with this Section 2.06; provided that2.06 or Section 2.07, on any Settlement Date prior to as applicable and (iv) fourth, so long as the Termination Dateconditions precedent set forth in Section 3.02 are satisfied, any remaining amounts after giving effect to the preceding clauses (i) and (ii) may be remitted to Borrower if both before and immediately after giving effect thereto, no Event of Termination or Incipient Event of Termination exists or will existits designee.

Application of Collections Prior to Termination Date. (a) The Servicer shall cause all Collections received in the Depository Accounts and the Lockboxes to be remitted to the Collection Account not later than the third On each Business Day after receipt thereof. Subject to Section 2.20, funds on deposit in the Collection Account from time to time may be invested in Permitted Investments. Each such Permitted Investment shall mature not later than the Business Day preceding the next Settlement Date and shall be held to maturity. Each investment instruction by the Borrower or the Servicer, which may be a standing instruction, shall designate specific types of Permitted Investments (and the terms thereof) and shall certify that such investments constitute Permitted Investments that will mature at the time specified in the preceding sentence. Absent the written instruction of the Borrower or the Servicer, the Paying Agent shall invest funds on deposit in the Collection Account in Permitted Investments described in clause (d) of the definition thereof. None of the Program Agent, the Paying Agent or Securities Intermediary shall be liable for any loss incurred in connection with an investment in the Collection Account, except for losses due to such Person’s failure to make payments on such Permitted Investments issued by such Person in its commercial capacity as principal obligor (and not as Program Agent, Paying Agent or Securities Intermediary). (b) On each Settlement Date prior to the Termination Date, the Paying Agent shall, based on the information set forth in the related Monthly Report, apply Servicer shall cause all Finance Charge Collections and Hedge Receipts on deposit in the Collection Account received (or deemed received pursuant to Section 2.09) on such day to be applied in the following order and priority: (i) first, to the Paying Agentif such day is an Interest and Fee Payment Date, the Securities Intermediaryon a pro rata basis, the Custodian and the Backup Servicer, pro rata, based on the amounts owing to them in respect of accrued (x) Paying Agent to the Facility Agents, on behalf of the Lenders and LC Issuers in their respective Lender Groups, accrued and unpaid Interest, Used Fees, Unused Fees, Fronting Fees and Other LC Fees, (y) Custodial Fees to the Administrative Agent, the fees owed to it under the Administrative Agent Fee Letter and (z) Backup Servicing Fees, together with any costs, expenses or indemnities then due and payable to the Paying Agent, the Securities Intermediary, the Custodian or the Backup Servicer, all accrued and any Transition Expenses then due and payable to the Backup unpaid Servicer if it becomes the successor Servicer; provided, that in no event shall the amount payable to the Backup Servicer in respect of Transition Expenses pursuant to this clause (b)(i) exceed $200,000 in the aggregateFees; (ii) second, to the Servicer (if not DTCC or Administrative Agent, an Affiliate amount equal to the Borrower Obligations owing to the Administrative Agent in respect of a DT Entity) all costs and expenses which the accrued and unpaid Servicer Fee andAdministrative Agent is entitled to have reimbursed, if not otherwise paid, at the direction of the Majority Managing Agents, pay to each Approved Sub-servicer all amounts then due and payable including pursuant to Section 10.10 incurred by it in connection with the contract between enforcement of any Facility Document or the Servicer and such Approved Sub-servicercollection of any amounts due thereunder; (iii) third, to pay any LC Issuers holding Participation Advances, ratably based on the purchase price portion of an Interest Rate Hedge Agreement pursuant the aggregate outstanding Reimbursement Obligations owed to Section 5.01(p) of this Agreementeach until such Participation Advances are reduced to zero; (iv) fourth, in the following order of priority, first, (x) if a Borrowing Base Deficiency exists, an amount equal to each Managing Agent such Borrowing Base Deficiency (for such amount to be allocated first, to the account Lenders ratably in accordance with the portion of the Lenders in Aggregate Exposure Amount held by each and second, to the related Lender GroupLC Collateral Account to Cash Collateralize LC Undrawn Amounts) and then second, (y) if the LC Obligations owing to any LC Issuers exceed the LC Commitments of such LC Issuers, the amount necessary to cause the LC Obligations owing to such LC Issuers to be less than or equal to their respective LC Commitments (such amount to be deposited into the LC Collateral Account to Cash Collateralize LC Undrawn Amounts); (v) fifth, from and after any Early Termination Date, on a pro rata basis, to (x) the Facility Agents of each Early Terminating Lender Group in payment of the Principal Balance of the Loans held by the Lenders in each such Lender Group and (y) the LC Collateral Account, to Cash Collateralize the Lender Group Percentage of each Early Terminating Lender Group of the LC Undrawn Amount, in an amount equal to each such Early Terminating Lender Group’s ratable share (in accordance with such Lender Group’s share of the aggregate accrued Aggregate Exposure Amount) of the balance of such Collections (such ratable share to be determined on each Business Day, solely for the purposes of this clause (y)), based upon the outstanding Aggregate Exposure Amount and unpaid Interest and Liquidity Fees then due and payable the Lender Group Percentages with respect to the Lenders in respect LC Undrawn Amount immediately preceding such Early Termination Date), until the Principal Balance of the preceding Interest Period, together with any accrued Loans of each such Early Terminating Lender Group are reduced to zero and unpaid Interest and Liquidity Fees from prior Interest Periods; (v) fifth, to be reallocated as Principal Collections pursuant to Section 2.06(c), an amount necessary to cure a Borrowing Base Deficiency or to cause the Outstanding Loan Lender Group Percentage of the LC Undrawn Amount to equal the Facility Limitof each such Early Terminating Lender Group is fully Cash Collateralized; (vi) sixth, on and after the XX Xxxx Collateral Date, to fund the LC Collateral Account up to the Required XX Xxxx Collateral Amount with respect to Letters of Credit that are scheduled to expire after the Scheduled Termination Date to the extent required under Section 2.04(n)(iii); (vii) seventh, if any Borrower Obligations (other than Interest, Used Fees, Unused Fees, Fronting Fees, Other LC Fees, the amounts paid pursuant to clauses (i) through (iv) aboveServicer Fee and the Loans) are then due and payable by the Borrower to any Secured Party, to each such Secured Party (ratably in accordance with the amounts owing to each) the Borrower Obligations so due and payable; (vii) seventh, to the Servicer (if DTCC or an Affiliate of a DT Entity) the accrued and unpaid Servicer Fee; and (viii) eighth, if no Event of Termination or Incipient Event of Termination has occurred and is continuing, remit any remaining amounts to the Borrower; provided, that if an Event of Termination or Incipient Event of Termination has occurred and is continuing, any remaining amounts shall be retained in the Collection Account for application on the next Settlement Date in accordance with this Section 2.06 or Section 2.07. (c) On each Business Day prior to the Termination Date (including, without limitation, each Settlement Date), the Paying Agent shall based on written instructions from the Servicer cause all Principal Collections on deposit in the Collection Account on such day to be applied in the following order and priority: (i) first, if a Borrowing Base Deficiency exists, or the Outstanding Loan Amount exceeds the Facility Limit, to the Managing Agents, on behalf of the applicable Lenders, an amount equal to such Borrowing Base Deficiency or the amount necessary to cause the Outstanding Loan Amount to be less than or equal to the Facility Limit (such amount to be allocated among the Lenders ratably in accordance with the outstanding principal balance of the Loans held by each), provided, however, that at any time there are Extending Lenders and Non-Extending Lenders, notwithstanding the foregoing, the amount necessary to cause the Outstanding Loan Amount to be less than or equal to the Facility Limit, shall be applied to pay the Managing Agents of all Non-Extending Lenders with such amount to be allocated among the Non-Extending Lenders ratably in accordance with the outstanding principal balance of the Loans held by each; (ii) second, in the event that at least one Committed Lender has agreed to any extension of the Commitment Termination Date pursuant to Section 2.08 when requested by the Borrower, and at least one Lender has not agreed to such extension (each such Lender, a “Non-Extending Lender”), then, from and after the occurrence of the Commitment Termination Date for any Non-Extending Lender, to each such Non-Extending Lender, in payment of the outstanding principal balance of its Loans, in an amount equal to such Non-Extending Lender’s ratable share (in accordance with the respective outstanding principal balance of the Loans made by each of the Lenders) of the balance of such Collections (such ratable share to be determined on each Business Day, solely for the purposes of this clause (ii), based upon the outstanding Loans of the Lenders immediately preceding such Commitment Termination Date), until such Non-Extending Lender’s outstanding Loans are reduced to zero; (iii) third, if the Managing Agent of a Conduit Lender has notified the Borrower and the Servicer that such Conduit Lender shall not make any more Loans, to such Conduit Lender, in reduction of its outstanding Loans, in an amount equal to such Conduit Lender’s ratable share of the balance of such Collections (in accordance with the outstanding principal balance of such Loans held by each Lender) until the principal balance of the Loans of such Conduit Lender is reduced to zero; and (iv) fourth, remit any remaining Principal Collections to the Borrower for application in accordance with Section 2.06(d2.07(b) below (any such remittance, a “Release”); provided that, if (x) the conditions precedent for such Release set forth in Section 3.02 are not satisfied or (y) following an Advance Suspension Event, the Administrative Agent has, (A) at the request of the Majority Facility Agents (or, at any time during which there are only two Facility Agents, at the request of either Facility Agent) or (B) with the consent of the Majority Facility Agents, notified the Borrower and the Servicer that an Advance Suspension Event has occurred and that the Releases shall no longer be permitted hereunder until such Advance Suspension Event no longer exists (such notice, a “Release Suspension Notice”), then the Servicer shall, for so long as such Advance Suspension Event remains in effect or the conditions precedent for such Release set forth in Section 3.02 are not satisfied, the Servicer shall retain deposit such Principal Collections into the Collection Account or, if the Collection Account has not been established, the Designated Deposit Account, or such other account as designated by the Administrative Agent for application on the next Business Day in accordance with this Section 2.06 2.07(a) or Section 2.072.08, as applicable. (db) Any Principal Collections remitted to the Borrower pursuant to Section 2.06(c)(iv2.07(a)(viii) shall be applied by the Servicer, on behalf of the Borrower: (i) first, if so requested by the Borrower, to pay or prepay (or set aside for the payment or prepayment of) LoansLoans or to Cash Collateralize outstanding Letters of Credit, (ii) second, to pay the purchase price for Eligible Contracts Receivables to be acquired by the Borrower from the Originator one or more Originators on such day under the Purchase Agreement, Receivables Sale Agreement and (iii) third, any remaining amounts to be retained in such other manner as the Collection Account for application on Borrower may specify and that is not prohibited by the next Business Day in accordance with this Section 2.06; provided that, on any Settlement Date prior to terms of the Termination Date, any remaining amounts after giving effect to the preceding clauses (i) and (ii) may be remitted to Borrower if both before and immediately after giving effect thereto, no Event of Termination or Incipient Event of Termination exists or will existFacility Documents.

Application of Collections Prior to Termination Date. (a) The Servicer shall cause all Collections received in the Depository Accounts and the Lockboxes to be remitted to the Collection Account not later than the third On each Business Day after receipt thereof. Subject to Section 2.20, funds on deposit in the Collection Account from time to time may be invested in Permitted Investments. Each such Permitted Investment shall mature not later (other than the Business Day preceding the next a Settlement Date and shall be held to maturity. Each investment instruction by the Borrower or the Servicer, which may be a standing instruction, shall designate specific types of Permitted Investments (and the terms thereofDate) and shall certify that such investments constitute Permitted Investments that will mature at the time specified in the preceding sentence. Absent the written instruction of the Borrower or the Servicer, the Paying Agent shall invest funds on deposit in the Collection Account in Permitted Investments described in clause (d) of the definition thereof. None of the Program Agent, the Paying Agent or Securities Intermediary shall be liable for any loss incurred in connection with an investment in the Collection Account, except for losses due to such Person’s failure to make payments on such Permitted Investments issued by such Person in its commercial capacity as principal obligor (and not as Program Agent, Paying Agent or Securities Intermediary). (b) On each Settlement Date prior to the Termination Date, the Paying Agent shall, based on the information set forth in the related Monthly Report, apply all Finance Charge Collections and Hedge Receipts on deposit in the Collection Account on such day in the following order and priority: (i) first, to the Paying Agent, the Securities Intermediary, the Custodian and the Backup Servicer, pro rata, based on the amounts owing to them in respect of accrued (x) Paying Agent Fees, (y) Custodial Fees and (z) Backup Servicing Fees, together with any costs, expenses or indemnities then due and payable to the Paying Agent, the Securities Intermediary, the Custodian or the Backup Servicer, and any Transition Expenses then due and payable to the Backup Servicer if it becomes the successor Servicer; provided, that in no event shall the amount payable to the Backup Servicer in respect of Transition Expenses pursuant to this clause (b)(i) exceed $200,000 in the aggregate; (ii) second, to the Servicer (if not DTCC or an Affiliate of a DT Entity) the accrued and unpaid Servicer Fee and, if not otherwise paid, at the direction of the Majority Managing Agents, pay to each Approved Sub-servicer all amounts then due and payable pursuant to the contract between the Servicer and such Approved Sub-servicer; (iii) third, to pay the purchase price of an Interest Rate Hedge Agreement pursuant to Section 5.01(p) of this Agreement; (iv) fourth, to each Managing Agent (for the account of the Lenders in the related Lender Group), on a pro rata basis, an amount equal to the aggregate accrued and unpaid Interest and Liquidity Fees then due and payable to the Lenders in respect of the preceding Interest Period, together with any accrued and unpaid Interest and Liquidity Fees from prior Interest Periods; (v) fifth, to be reallocated as Principal Collections pursuant to Section 2.06(c), an amount necessary to cure a Borrowing Base Deficiency or to cause the Outstanding Loan Amount to equal the Facility Limit; (vi) sixth, if any Borrower Obligations (other than the amounts paid pursuant to clauses (i) through (iv) above) are then due and payable by the Borrower to any Secured Party, to each such Secured Party (ratably in accordance with the amounts owing to each) the Borrower Obligations so due and payable; (vii) seventh, to the Servicer (if DTCC or an Affiliate of a DT Entity) the accrued and unpaid Servicer Fee; and (viii) eighth, if no Event of Termination or Incipient Event of Termination has occurred and is continuing, remit any remaining amounts to the Borrower; provided, that if an Event of Termination or Incipient Event of Termination has occurred and is continuing, any remaining amounts shall be retained in the Collection Account for application on the next Settlement Date in accordance with this Section 2.06 or Section 2.07. (c) On each Business Day prior to the Termination Date (including, without limitation, each Settlement Date), the Paying Agent shall based on written instructions from the Servicer cause all Principal Collections on deposit actually received in the Collection Account cash on such day to be applied in the following order and priority: (i) first, if the Borrower or the Servicer knows or should know that a Borrowing Base Deficiency exists, or the Outstanding Loan Amount aggregate Credit Exposure exceeds the Facility Limit, to the Managing AgentsAdministrative Agent, on behalf for the benefit of the applicable Lenders, an amount equal to such Borrowing Base Deficiency or the amount necessary to cause the Outstanding Loan Amount to be less than or equal to the Facility Limit (such amount to be allocated among the Lenders ratably in accordance with the outstanding principal balance of the Loans held by each), provided, however, that at any time there are Extending Lenders and Non-Extending Lenders, notwithstanding the foregoing, the amount necessary to cause the Outstanding Loan Amount aggregate Credit Exposure to be less than or equal to the Facility Limit, shall be applied to pay the Managing Agents of all Non-Extending Lenders with as applicable (such amount to be allocated among (a) first, to the Non-Extending Lenders ratably Lenders, in accordance with the outstanding each Lender’s Pro Rata Share, as a repayment of principal balance of the Loans held by eachLoans, and (b) second, to the Issuing Lenders in an amount to Cash-Collateralize the L/C Obligations (which shall reduce the Credit Exposure)); (ii) second, in the event that at least one Committed Lender has agreed to any extension of the Commitment Termination Date pursuant to Section 2.08 when requested by the Borrower, and at least one Lender has not agreed to such extension (each such Lender, a “Non-Extending Lender”), then, from and after the occurrence of the Commitment Termination Date for any Non-Extending Lender, to each such Non-Extending Renewing Lender, in payment of the outstanding principal balance of its LoansLoans and L/C Advances, in an amount equal to such Non-Extending Renewing Lender’s ratable share (in accordance with the respective outstanding principal balance of the Loans and L/C Advances made by each of the Non-Renewing Lenders) of the balance of such Collections (such ratable share to be determined on each Business Day, solely for the purposes of this clause (ii), based upon the outstanding Loans of the Lenders immediately preceding such Commitment Termination Date), until such Non-Extending Renewing Lender’s outstanding Loans and L/C Advances are reduced to zero; (iii) third, if the Managing Agent of a Conduit Lender has notified any Borrower Obligations are then due and payable by the Borrower and the Servicer that to any Secured Party, pay to each such Conduit Lender shall not make any more Loans, to such Conduit Lender, in reduction of its outstanding Loans, in an amount equal to such Conduit Lender’s ratable share of the balance of such Collections Secured Party (ratably in accordance with the outstanding principal balance of such Loans held by each Lenderamounts owing to each) until the principal balance of the Loans of such Conduit Lender is reduced to zeroBorrower Obligations so due and payable; and (iv) fourth, remit any remaining Principal Collections to the Borrower for application in accordance with Section 2.06(d2.06(c) below (any such remittancebelow; provided, a “Release”); provided that, if the conditions precedent for such Release set forth in Section 3.02 are not satisfied, the Servicer shall retain deposit such Principal Collections into the Collection Account for application on the next Business Day in accordance with this Section 2.06 or Section 2.07, as applicable. (db) On each Interest Payment Date, the Servicer shall remit to the Administrative Agent, on behalf of the applicable Lenders, solely out of Collections or the proceeds of Loans, the accrued and unpaid Interest in respect of each Tranche owing to such Lenders as of the end of the most recently ended Monthly Period. (c) Any Principal Collections remitted to the Borrower pursuant to Section 2.06(c)(iv2.06(a)(iv) or Section 2.06(d)(vi) (any such remittance, a “Release”) shall be applied by the Servicer, on behalf of the Borrower: (i) first, if so requested by the Borrower, to pay or prepay (or set aside for the payment or prepayment of) Loans, (ii) second, to pay the purchase price for Eligible Contracts Receivables to be acquired by the Borrower from the any Originator on such day under the Purchase Receivables Sale Agreement, and (iii) third, in such other manner as the Borrower may specify and that is not prohibited by the terms of the Facility Documents; provided, that to the extent a Borrowing Base Deficiency exists as of the date of such Release under this clause (iii), such Collections shall be held in trust for the benefit of the Secured Parties until such Borrowing Base Deficiency shall have been cured. (d) On each Settlement Date prior to the Termination Date, the Servicer shall apply all Collections actually received in cash and all funds, if any, on deposit in the Collection Account that have not been previously applied hereunder (including, without limitation, any investment earnings received with respect to such funds) in the following order of priority: (i) first, to the Servicer, all accrued and unpaid Servicer Fees then due and payable; (ii) second, to the Administrative Agent for the benefit of the Issuing Lenders and the Lenders and the Managing Agents on a pro rata basis, an amount equal to the aggregate accrued and unpaid Interest then due and payable and all accrued and unpaid Letter of Credit Issuance Fees, L/C Fees, Unused Fees, Used Fees or other fees then due and payable to any of them; (iii) third, if as of such Settlement Date a Borrowing Base Deficiency exists, or the aggregate Credit Exposure exceeds the Facility Limit, to the Administrative Agent, on behalf of the applicable Lenders, an amount equal to such Borrowing Base Deficiency or the amount necessary to cause the aggregate Credit Exposure to be less than or equal to the Facility Limit, as applicable (such amount to be allocated (a) first, to the Lenders, in accordance with each Lender’s Pro Rata Share, as a repayment of principal of the Loans, and (b) second, to the Issuing Lenders in an amount to Cash-Collateralize the L/C Obligations (which shall reduce the Credit Exposure)); (iv) fourth, to each Non-Renewing Lender, in payment of the outstanding principal balance of its Loans and L/C Advances, in an amount equal to such Non-Renewing Lender’s ratable share (in accordance with the respective outstanding principal balance of the Loans and L/C Advances made by each of the Non-Renewing Lenders) of the balance of such Collections (such ratable share to be determined on each Business Day, solely for the purposes of this clause (iv), based upon the outstanding Loans and L/C Advances of the Lenders immediately preceding such Termination Date, until such Non-Renewing Lender’s outstanding Loans and L/C Advances are reduced to zero; (v) fifth, if any Borrower Obligations are then due and payable by the Borrower to any Secured Party, pay to each such Secured Party (ratably in accordance with the amounts owing to each) the Borrower Obligations so due and payable; (vi) sixth, to pay each Originator for any outstanding unpaid L/C Reduction Amount owed to such Originator by the Borrower under the Receivables Sale Agreement; provided that the priority of payment among any Originators with any outstanding unpaid L/C Reduction Amount shall be made in the order of time that the related L/C Reduction Notice was delivered pursuant to Section 1.9 of the Receivables Sale Agreement; and (vii) seventh, remit any remaining amounts Collections to be retained the Borrower for application in accordance with Section 2.06(c); provided, that, if the conditions precedent for such Release set forth in Section 3.02 are not satisfied, the Servicer shall deposit such Collections into the Collection Account for application on the next Business Day in accordance with this Section 2.06; provided that2.06 or Section 2.07, on any Settlement Date prior to the Termination Date, any remaining amounts after giving effect to the preceding clauses (i) and (ii) may be remitted to Borrower if both before and immediately after giving effect thereto, no Event of Termination or Incipient Event of Termination exists or will existas applicable.

Application of Collections Prior to Termination Date. (a) The Servicer On each Business Day prior to the Termination Date, the Collection Agent shall cause all Collections deposited into any Collection Account or otherwise received in the Depository Accounts and the Lockboxes prior to such Business Day to be remitted to a Concentration Account maintained for the Collection Account not later than the third Business Day after receipt thereof. Subject to Section 2.20, funds on deposit in the Collection Account from time to time may be invested in Permitted Investments. Each such Permitted Investment shall mature not later than the Business Day preceding the next Settlement Date and shall be held to maturity. Each investment instruction by the Borrower or the Servicer, which may be a standing instruction, shall designate specific types of Permitted Investments (and the terms thereof) and shall certify that such investments constitute Permitted Investments that will mature at the time specified in the preceding sentence. Absent the written instruction of the Borrower or the Servicer, the Paying Agent shall invest funds on deposit in the Collection Account in Permitted Investments described in clause (d) of the definition thereof. None of the Program Agent, the Paying Agent or Securities Intermediary shall be liable for any loss incurred in connection with an investment in the Collection Account, except for losses due to such Person’s failure to make payments on such Permitted Investments issued by such Person in its commercial capacity as principal obligor (and not as Program Agent, Paying Agent or Securities Intermediary)applicable Approved Currency. (b) On each Settlement Date Business Day prior to the Termination Date, the Paying Collection Agent shall, based on the information set forth in the related Monthly Report, apply shall cause all Finance Charge Collections and Hedge Receipts on deposit in the Collection Account Concentration Accounts (including, if applicable, any investment earnings received with respect to funds on deposit in such day Concentration Accounts) to be applied in the following order and priority: (i) first, to the Paying Agent, the Securities Intermediary, the Custodian and the Backup Servicer, pro rata, based on the amounts owing to them in respect of accrued (x) Paying Agent Fees, (y) Custodial Fees and (z) Backup Servicing Fees, together with any costs, expenses or indemnities then due and payable to the Paying Agent, the Securities Intermediary, the Custodian or the Backup Servicer, and any Transition Expenses then due and payable to the Backup Servicer if it becomes the successor Servicer; provided, that in no event shall the amount payable to the Backup Servicer in respect of Transition Expenses pursuant to this clause (b)(i) exceed $200,000 in the aggregate; (ii) second, to the Servicer (if not DTCC or an Affiliate of a DT Entity) the accrued and unpaid Servicer Fee and, if not otherwise paid, at the direction of the Majority Managing Agents, pay to each Approved Sub-servicer all amounts then due and payable pursuant to the contract between the Servicer and such Approved Sub-servicer; (iii) third, to pay the purchase price of an Interest Rate Hedge Agreement pursuant to Section 5.01(p) of this Agreement; (iv) fourth, to each Managing Agent (for the account of the Lenders in the related Lender Group), on a pro rata basis, (x) set aside and hold in trust for the Lenders, the Funding Agents, the Administrative Agent, the Hedge Counterparties and the Collection Agent an amount equal to the aggregate Interest, Fees, Credit Default Swap Obligations and Servicing Fee accrued through such day and unpaid Interest not previously set aside, such amount to be allocated among the Lenders, the Funding Agents, the Administrative Agent, the Hedge Counterparties and Liquidity Fees the Collection Agent ratably in accordance with the proportion of such amounts owing to each such Person and (y) pay all operating costs, expenses and taxes of the European Purchaser then due and payable payable, as instructed by the European Purchaser; provided that the aggregate amount so paid during any calendar year pursuant to the Lenders in respect of the preceding Interest Period, together with any accrued and unpaid Interest and Liquidity Fees from prior Interest Periodsthis clause (i)(y) shall not exceed 80,000 Euros; (vii) fifthif the Percentage Factor exceeds the Maximum Percentage Factor as determined by reference to the most recent Portfolio Report delivered under the Servicing Agreement, or the Aggregate Principal Balance exceeds the Facility Limit, deposit to be reallocated as Principal Collections pursuant to Section 2.06(c), the Collateral Accounts an amount necessary to cure a Borrowing Base Deficiency or to cause the Outstanding Loan Amount Percentage Factor to be less than or equal to the Maximum Percentage Factor, as determined by reference to such Portfolio Report, and the Aggregate Principal Balance to be less than or equal to the Facility Limit; (viiii) sixth, if any Borrower Obligations (other than Interest, the amounts paid pursuant to clauses (i) through (iv) aboveServicing Fee and Loans) are then due and payable by the Borrower to any Secured Party, pay to each such Secured Party (ratably in accordance with the amounts owing to each) the Borrower Obligations so due and payable (in the currency in which such Borrower Obligations are payable); (viiiv) seventhpay all operating costs, expenses and taxes of the European Purchaser then due and payable and not paid pursuant to clause (i)(y) above, as instructed by the Servicer (if DTCC or an Affiliate of a DT Entity) the accrued and unpaid Servicer FeeEuropean Purchaser; and (viiiv) eighth, if no Event of Termination or Incipient Event of Termination has occurred and is continuing, remit any remaining amounts to the Borrower; provided, that if an Event of Termination or Incipient Event of Termination has occurred and is continuing, any remaining amounts shall be retained in the Collection Account for application on the next Settlement Date in accordance with this Section 2.06 or Section 2.07. (c) On each Business Day prior to the Termination Date (including, without limitation, each Settlement Date), the Paying Agent shall based on written instructions from the Servicer cause all Principal Collections on deposit in the Collection Account on such day to be applied in the following order and priority: (i) first, if a Borrowing Base Deficiency exists, or the Outstanding Loan Amount exceeds the Facility Limit, to the Managing Agents, on behalf of the applicable Lenders, an amount equal to such Borrowing Base Deficiency or the amount necessary to cause the Outstanding Loan Amount to be less than or equal to the Facility Limit (such amount to be allocated among the Lenders ratably in accordance with the outstanding principal balance of the Loans held by each), provided, however, that at any time there are Extending Lenders and Non-Extending Lenders, notwithstanding the foregoing, the amount necessary to cause the Outstanding Loan Amount to be less than or equal to the Facility Limit, shall be applied to pay the Managing Agents of all Non-Extending Lenders with such amount to be allocated among the Non-Extending Lenders ratably in accordance with the outstanding principal balance of the Loans held by each; (ii) second, in the event that at least one Committed Lender has agreed to any extension of the Commitment Termination Date pursuant to Section 2.08 when requested by the Borrower, and at least one Lender has not agreed to such extension (each such Lender, a “Non-Extending Lender”), then, from and after the occurrence of the Commitment Termination Date for any Non-Extending Lender, to each such Non-Extending Lender, in payment of the outstanding principal balance of its Loans, in an amount equal to such Non-Extending Lender’s ratable share (in accordance with the respective outstanding principal balance of the Loans made by each of the Lenders) of the balance of such Collections (such ratable share to be determined on each Business Day, solely for the purposes of this clause (ii), based upon the outstanding Loans of the Lenders immediately preceding such Commitment Termination Date), until such Non-Extending Lender’s outstanding Loans are reduced to zero; (iii) third, if the Managing Agent of a Conduit Lender has notified the Borrower and the Servicer that such Conduit Lender shall not make any more Loans, to such Conduit Lender, in reduction of its outstanding Loans, in an amount equal to such Conduit Lender’s ratable share of the balance of such Collections (in accordance with the outstanding principal balance of such Loans held by each Lender) until the principal balance of the Loans of such Conduit Lender is reduced to zero; and (iv) fourth, remit any remaining Principal North American Collections to the Borrower and remit any remaining European Collections to the European Purchaser, in each case for application in accordance with Section 2.06(d2.06(h) below or (i) below, as applicable (any such remittance, a “"Release”"); provided that, if the conditions precedent for such Release set forth in Section 3.02 are not satisfied, the Servicer Collection Agent shall retain such Principal Collections into in the Collection appropriate Concentration Account for application on the next Business Day and shall apply such Collections in accordance with this Section 2.06 or on the next Business Day. (c) On each Settlement Date for a Tranche, the Collection Agent shall pay to the relevant Lender(s) all Collections set aside for Interest in respect of such Tranche pursuant to Section 2.072.06(b)(i). On each date on which any Fees are payable pursuant to the Fee Letters, as applicablethe Collection Agent shall pay such Fees to the Persons entitled thereto pursuant to the Fee Letters out of Collections set aside for such purpose pursuant to Section 2.06(b)(i). On each date on which any Credit Default Swap Obligations are payable pursuant to the terms of the Credit Default Swaps, the Collection Agent shall pay such Credit Default Swap Obligations to the Hedge Counterparties entitled thereto out of Collections set aside for such purpose pursuant to Sections 2.06(b)(i) and (iii). (d) To the extent possible, the Collection Agent shall cause all Collections set aside pursuant to Section 2.06(b) in respect of any Borrower Obligations to be denominated in the same currency in which such Borrower Obligations are payable. To the extent the Collections set aside for any such Borrower Obligation are denominated in a different currency, the Collection Agent shall cause such Collections to be converted into the relevant currency in which such Borrower Obligations are payable in accordance with Section 2.17 on or prior to the date on which such Borrower Obligations are required to be paid; provided that no such conversion of Collections in one currency (the "first currency") into another currency shall be made if, after giving effect thereto, there would not be sufficient Collections remaining in such first currency to pay the Borrower Obligations denominated in such currency then due and payable. (e) In the event any deposit is made to a Collateral Account pursuant to Section 2.06(b)(ii), the amount of such deposit shall be allocated among all Lender Groups ratably in proportion to the outstanding principal balance (in Dollars or the Dollar Equivalent) of the Loans held by each. On the next Settlement Date applicable to any such Lender Group, the Administrative Agent shall distribute to the related Funding Agent such Lender Group's allocable share of such deposit for application to the repayment of the Loans held by such Lender Group. Notwithstanding the foregoing, if on any Business Day after such deposit is made and prior to the distribution of such deposit pursuant to this Section 2.06(e), the Collection Agent delivers a Portfolio Report with more recent data indicating that the Percentage Factor is less than the Maximum Percentage Factor, the Collection Agent may request the Administrative Agent to withdraw the Collections so deposited for application in accordance with Section 2.06(b) to the extent that, after giving effect to such withdrawal and application, the Percentage Factor would not exceed the Maximum Percentage Factor, as determined by reference to such Portfolio Report. (f) On each Servicing Fee Payment Date, the Collection Agent shall pay to itself the accrued and unpaid Servicing Fee out of Collections set aside for such purpose pursuant to Section 2.06(b)(i). (g) So long as no Termination Event or Involuntary Bankruptcy Event has occurred and is continuing, and the Parent Guarantor has a published Debt Rating of B or better from S&P and B2 or better from Xxxxx'x, the Collection Agent shall not be required to segregate any Collections set aside by it pursuant to Section 2.06(b)(i) from its other funds. At all other times, the Collection Agent shall segregate such Collections from its other funds by retaining the amount of such Collections in the applicable Concentration Account. (h) Any Principal North American Collections remitted to the Borrower pursuant to Section 2.06(c)(iv2.06(b)(v) shall be applied by the ServicerCollection Agent, on behalf of the Borrower: (i) first, if so requested by the Borrower, to pay or prepay (or set aside for the payment or prepayment of) LoansLoans or other Borrower Obligations, (ii) second, to pay the purchase price for Eligible Contracts Receivables and loans to be acquired by the Borrower from the Originator on such day Transferor under the Transfer Agreement, (iii) third, to make payments of principal and interest in respect of the Intercompany Note under the North American Originator Purchase Agreement, and (iv) fourth, in such other manner as the Borrower may specify and that is not prohibited by the terms of the Transaction Documents. (i) Any European Collections remitted to the European Purchaser pursuant to Section 2.06(b)(v) shall be applied by the Collection Agent, on behalf of the European Purchaser: (i) first, to pay or prepay (or set aside for the payment or prepayment of), to the extent due and payable or as otherwise requested by the European Purchaser, "European Loans" or other "Borrower Obligations" (as such terms are defined in the European Loan Agreement), (ii) second, to pay the purchase price for Receivables to be acquired by the European Purchaser under the European Originator Purchase Agreements, (iii) third, to make payments of principal and interest in respect of any remaining amounts Intercompany Note under the European Originator Purchase Agreements, (iv) fourth, to be retained in pay any "Deferred Purchase Price" or "Bonification Payment" payable by the Collection Account for application on the next Business Day European Purchaser in accordance with this Section 2.06; provided that, on any Settlement Date prior to (and as such terms are defined in) the Termination Date, any remaining amounts after giving effect to the preceding clauses (i) European Originator Purchase Agreements and (iiv) fifth, in such other manner as the European Purchaser may be remitted to Borrower if both before specify and immediately after giving effect thereto, no Event that is not prohibited by the terms of Termination or Incipient Event of Termination exists or will existthe Transaction Documents.

Application of Collections Prior to Termination Date. (a) The Servicer shall cause all Collections received in the Depository Accounts and the Lockboxes to be remitted to the Collection Account not later than the third Business Day after receipt thereof. Subject to Section 2.20, funds on deposit in the Collection Account from time to time may be invested in Permitted Investments. Each such Permitted Investment shall mature not later than the Business Day preceding the next Settlement Date and shall be held to maturity. Each investment instruction by the Borrower or the Servicer, which may be a standing instruction, shall designate specific types of Permitted Investments (and the terms thereof) and shall certify that such investments constitute Permitted Investments that will mature at the time specified in the preceding sentence. Absent the written instruction of the Borrower or the Servicer, the Paying Agent shall invest funds on deposit in the Collection Account in Permitted Investments described in clause (d) of the definition thereof. None of the Program Agent, the Paying Agent or Securities Intermediary shall be liable for any loss incurred in connection with an investment in the Collection Account, except for losses due to such Person’s failure to make payments on such Permitted Investments issued by such Person in its commercial capacity as principal obligor (and not as Program Agent, Paying Agent or Securities Intermediary). (b) On each Settlement Date prior to the Termination Date, the Paying Agent shall, based on the information set forth in the related Monthly Report, apply all Finance Charge Collections and Hedge Receipts on deposit in the Collection Account on such day in the following order and priority: (i) first, to the Paying Agent, the Securities Intermediary, the Custodian and the Backup Servicer, pro rata, based on the amounts owing to them in respect of accrued (x) Paying Agent Fees, (y) Custodial Fees and (z) Backup Servicing Fees, together with any costs, expenses or indemnities then due and payable to the Paying Agent, the Securities Intermediary, the Custodian or the Backup Servicer, and any Transition Expenses then due and payable to the Backup Servicer if it becomes the successor Servicer; provided, that in no event shall the amount payable to the Backup Servicer in respect of Transition Expenses pursuant to this clause (b)(i) exceed $200,000 in the aggregate; (ii) second, to the Servicer (if not DTCC or an Affiliate of a DT Entity) the accrued and unpaid Servicer Fee and, if not otherwise paid, at the direction of the Majority Managing Agents, pay to each Approved Sub-servicer all amounts then due and payable pursuant to the contract between the Servicer and such Approved Sub-servicer; (iii) third, to pay the purchase price of an Interest Rate Hedge Agreement pursuant to Section 5.01(p) of this Agreement; (iv) fourth, to each Managing Agent (for the account of the Lenders in the related Lender Group), on a pro rata basis, an amount equal to the aggregate accrued and unpaid Interest and Liquidity Fees then due and payable to the Lenders in respect of the preceding Interest Period, together with any accrued and unpaid Interest and Liquidity Fees from prior Interest Periods; (v) fifth, to be reallocated as Principal Collections pursuant to Section 2.06(c), an amount necessary to cure a Borrowing Base Deficiency or to cause the Outstanding Loan Amount to equal the Facility Limit; (vi) sixth, if any Borrower Obligations (other than the amounts paid pursuant to clauses (i) through (iv) above) are then due and payable by the Borrower to any Secured Party, to each such Secured Party (ratably in accordance with the amounts owing to each) the Borrower Obligations so due and payable; (vii) seventh, to the Servicer (if DTCC or an Affiliate of a DT Entity) the accrued and unpaid Servicer Fee; and (viii) eighth, if no Event of Termination or Incipient Event of Termination has occurred and is continuing, remit any remaining amounts to the Borrower; provided, that if an Event of Termination or Incipient Event of Termination has occurred and is continuing, any remaining amounts shall be retained in the Collection Account for application on the next Settlement Date in accordance with this Section 2.06 or Section 2.07. (c) On each Business Day prior to the Termination Date (including, without limitation, each Settlement Date), the Paying Agent Servicer shall based on written instructions from the Servicer cause all Principal Collections on deposit in the Collection Account received on such day to be applied in the following order and priority: (i) first, if a Borrowing Base Deficiency exists, or the Outstanding Loan Amount Aggregate Principal Balance exceeds the Facility Limit, to the Managing Agents, on behalf of the applicable Lenders, an amount equal to such Borrowing Base Deficiency or the amount necessary to cause the Outstanding Loan Amount Aggregate Principal Balance to be less than or equal to the Facility Limit Limit, as applicable (such amount to be allocated among the Lenders ratably in accordance with the outstanding principal balance of the Loans held by each), ; provided, however, that at during the Term Period, if any, for any time there are Extending Lenders and Non-Extending Lenders, notwithstanding the foregoingLender Group, the amount necessary to cause the Outstanding Loan Amount to be less than or equal Servicer shall instead deposit such Lender Group’s ratable portion of such payment to the Facility Limit, shall be applied to pay the Managing Agents of all Non-Extending Lenders with such amount to be allocated among the Non-Extending Lenders ratably Collateral Advance Account (resulting in accordance with the outstanding principal balance a reduction of the Loans of the Term-Out Lenders in such Lender Group and an increase in the Cash Secured Advances of such Lenders) to be held by eachfor the purposes set forth in Section 2.18(a); (ii) second, in the event that at least one Committed Lender has agreed to any extension of the Commitment Termination Date pursuant to Section 2.08 2.01(c) when requested by the Borrower, and at least one Lender has not agreed to such extension (each such Lender, other than any Term-Out Lender, a “Non-Extending Renewing Lender”), then, from and after the occurrence of the Commitment Termination Date for any Non-Extending Renewing Lender, to each such Non-Extending Renewing Lender, in payment of the outstanding principal balance of its Loans, in an amount equal to such Non-Extending Renewing Lender’s ratable share (in accordance with the respective outstanding principal balance of the Loans made by each of the Lenders) of the balance of such Collections (such ratable share to be determined on each Business Day, solely for the purposes of this clause (ii), based upon the outstanding Loans of the Lenders immediately preceding such Commitment Termination Date), until such Non-Extending Renewing Lender’s outstanding Loans are reduced to zero; (iii) third, if the Managing Agent of a Conduit Lender has notified the Borrower and the Servicer that such Conduit Lender shall not make any more Loans, to such Conduit Lender, in reduction of its outstanding Loans, in an amount equal to such Conduit Lender’s ratable share of the balance of such Collections (in accordance with the outstanding principal balance of such Loans held by each Lender) until the principal balance of the Loans of such Conduit Lender is reduced to zero; and; (iv) fourth, if any Borrower Obligations (other than Interest, Liquidity Fees, Administrative Fees, Program Fees, the Servicer Fee and Loans) are then due and payable by the Borrower to any Secured Party, pay to each such Secured Party (ratably in accordance with the amounts owing to each) the Borrower Obligations so due and payable; and (v) fifth, remit any remaining Principal Collections to the Borrower for application in accordance with Section 2.06(d2.06(c) below (any such remittance, a “Release”); provided that, if the conditions precedent for such Release set forth in Section 3.02 are not satisfied, the Servicer shall retain deposit such Principal Collections into the Collection Account for application on the next Business Day in accordance with this Section 2.06 or Section 2.07, as applicable. (db) On each Interest Payment Date for a Tranche, the Servicer shall remit to the Managing Agents, on behalf of the applicable Lenders, solely out of Collections or the proceeds of Loans, the accrued and unpaid Interest in respect of such Tranche. On each Fee Payment Date, the Servicer shall pay, solely out of Collections, (i) all accrued and unpaid Fees then due and payable to the Persons entitled thereto, (ii) all Excess Interest, if any, accrued through the last day of the most recently ended Monthly Period in respect of all Cash Secured Advances to the applicable Managing Agents for the Term-Out Lenders, and (iii) to itself, all accrued and unpaid Servicer Fees then due and payable. (c) Any Principal Collections remitted to the Borrower pursuant to Section 2.06(c)(iv2.06(a)(v) shall be applied by the Servicer, on behalf of the Borrower: (i) first, if so requested by the Borrower, to pay or prepay (or set aside for the payment or prepayment of) Loans, (ii) second, to pay the purchase price for Eligible Contracts Receivables to be acquired by the Borrower from the Originator on such day under the Purchase Receivables Sale Agreement, and (iii) third, any remaining amounts to be retained in such other manner as the Collection Account for application on Borrower may specify and that is not prohibited by the next Business Day in accordance with this Section 2.06; provided that, on any Settlement Date prior to terms of the Termination Date, any remaining amounts after giving effect to the preceding clauses (i) and (ii) may be remitted to Borrower if both before and immediately after giving effect thereto, no Event of Termination or Incipient Event of Termination exists or will existFacility Documents.

Application of Collections Prior to Termination Date. (a) The Servicer shall cause all Collections received in the Depository Accounts and the Lockboxes to be remitted to the Collection Account not later than the third Business Day after receipt thereof. Subject to Section 2.20, funds on deposit in the Collection Account from time to time may be invested in Permitted Investments. Each such Permitted Investment shall mature not later than the Business Day preceding the next Settlement Date and shall be held to maturity. Each investment instruction by the Borrower or the Servicer, which may be a standing instruction, shall designate specific types of Permitted Investments (and the terms thereof) and shall certify that such investments constitute Permitted Investments that will mature at the time specified in the preceding sentence. Absent the written instruction of the Borrower or the Servicer, the Paying Agent shall invest funds on deposit in the Collection Account in Permitted Investments described in clause (d) of the definition thereof. None of the Program Agent, the Paying Agent or Securities Intermediary shall be liable for any loss incurred in connection with an investment in the Collection Account, except for losses due to such Person’s failure to make payments on such Permitted Investments issued by such Person in its commercial capacity as principal obligor (and not as Program Agent, Paying Agent or Securities Intermediary). (b) On each Settlement Date prior to the Termination Date, the Paying Agent shall, based on the information set forth in the related Monthly Report, apply all Finance Charge Collections and Hedge Receipts on deposit in the Collection Account on such day in the following order and priority: (i) first, to the Paying Agent, the Securities Intermediary, the Custodian and the Backup Servicer, pro rata, based on the amounts owing to them in respect of accrued (x) Paying Agent Fees, (y) Custodial Custodian Fees and (z) Backup Servicing Servicer Fees, together with any costs, expenses or indemnities then due and payable to the Paying Agent, the Securities Intermediary, the Custodian or the Backup Servicer, and any Transition Expenses then due and payable to the Backup Servicer if it becomes the successor Servicer; provided, that in no event shall the amount payable to the Backup Servicer in respect of Transition Expenses pursuant to this clause (b)(i) exceed $200,000 in the aggregate; (ii) second, to the Servicer (if not DTCC or an Affiliate of a DT Entity) the accrued and unpaid Servicer Fee and, if not otherwise paid, at the direction of the Majority Managing Agents, pay to each Approved Sub-servicer all amounts then due and payable pursuant to the contract between the Servicer and such Approved Sub-servicer; (iii) third, to pay the purchase price of an Interest Rate Hedge Agreement pursuant to Section 5.01(p) of this Agreement; (iv) fourth, to each Managing Agent (for the account of the Lenders in the related Lender Group), on a pro rata basis, an amount equal to the aggregate accrued and unpaid Interest and Liquidity Fees then due and payable to the Lenders in respect of the preceding Interest Period, together with any accrued and unpaid Interest and Liquidity Fees from prior Interest Periods; (v) fifth, to be reallocated as Principal Collections pursuant to Section 2.06(c), an amount necessary to cure a Borrowing Base Deficiency or to cause the Outstanding Loan Amount to equal the Facility Limit; (vi) sixth, if any Borrower Obligations (other than the amounts paid pursuant to clauses (i) through (iv) above) are then due and payable by the Borrower to any Secured Party, to each such Secured Party (ratably in accordance with the amounts owing to each) the Borrower Obligations so due and payable; (vii) seventh, to the Servicer (if DTCC or an Affiliate of a DT Entity) the accrued and unpaid Servicer Fee; and (viii) eighth, if no Event of Termination or Incipient Event of Termination has occurred and is continuing, remit any remaining amounts to the Borrower; provided, that if an Event of Termination or Incipient Event of Termination has occurred and is continuing, any remaining amounts shall be retained in the Collection Account for application on the next Settlement Date in accordance with this Section 2.06 or Section 2.07. (c) On each Business Day prior to the Termination Date (including, without limitation, each Settlement Date), the Paying Agent shall based on written instructions from the Servicer cause all Principal Collections on deposit in the Collection Account on such day to be applied in the following order and priority: (i) first, if a Borrowing Base Deficiency exists, or the Outstanding Loan Amount exceeds the Facility Limit, to the Managing Agents, on behalf of the applicable Lenders, an amount equal to such Borrowing Base Deficiency or the amount necessary to cause the Outstanding Loan Amount to be less than or equal to the Facility Limit (such amount to be allocated among the Lenders ratably in accordance with the outstanding principal balance of the Loans held by each), provided, however, that at any time there are Extending Lenders and Non-Extending Lenders, notwithstanding the foregoing, the amount necessary to cause the Outstanding Loan Amount to be less than or equal to the Facility Limit, shall be applied to pay the Managing Agents of all Non-Extending Lenders with such amount to be allocated among the Non-Extending Lenders ratably in accordance with the outstanding principal balance of the Loans held by each; (ii) second, in the event that at least one Committed Lender has agreed to any extension of the Commitment Termination Date pursuant to Section 2.08 when requested by the Borrower, and at least one Lender has not agreed to such extension (each such Lender, a “Non-Extending Lender”), then, from and after the occurrence of the Commitment Termination Date for any Non-Extending Lender, to each such Non-Extending Lender, in payment of the outstanding principal balance of its Loans, in an amount equal to such Non-Extending Lender’s ratable share (in accordance with the respective outstanding principal balance of the Loans made by each of the Lenders) of the balance of such Collections (such ratable share to be determined on each Business Day, solely for the purposes of this clause (ii), based upon the outstanding Loans of the Lenders immediately preceding such Commitment Termination Date), until such Non-Extending Lender’s outstanding Loans are reduced to zero; (iii) third, if the Managing Agent of a Conduit Lender has notified the Borrower and the Servicer that such Conduit Lender shall not make any more Loans, to such Conduit Lender, in reduction of its outstanding Loans, in an amount equal to such Conduit Lender’s ratable share of the balance of such Collections (in accordance with the outstanding principal balance of such Loans held by each Lender) until the principal balance of the Loans of such Conduit Lender is reduced to zero; and (iv) fourth, remit any remaining Principal Collections to the Borrower for application in accordance with Section 2.06(d) below (any such remittance, a “Release”); provided that, if the conditions precedent for such Release set forth in Section 3.02 are not satisfied, the Servicer shall retain such Principal Collections into the Collection Account for application on the next Business Day in accordance with this Section 2.06 or Section 2.07, as applicable. (d) Any Principal Collections remitted to the Borrower pursuant to Section 2.06(c)(iv) shall be applied by the Servicer, on behalf of the Borrower: (i) first, if so requested by the Borrower, to pay or prepay (or set aside for the payment or prepayment of) Loans, (ii) second, to pay the purchase price for Eligible Contracts to be acquired by the Borrower from the Originator on such day under the Purchase Agreement, and (iii) third, any remaining amounts to be retained in the Collection Account for application on the next Business Day in accordance with this Section 2.06; provided that, on any Settlement Date prior to the Termination Date, any remaining amounts after giving effect to the preceding clauses (i) and (ii) may be remitted to Borrower if both before and immediately after giving effect thereto, no Event of Termination or Incipient Event of Termination exists or will exist.

Application of Collections Prior to Termination Date. (a) The Servicer shall cause all Collections received in the Depository Accounts and the Lockboxes to be remitted to the Collection Account not later than the third Business Day after receipt thereof. Subject to Section 2.20, funds on deposit in the Collection Account from time to time may be ACTIVE 200146376v.2 invested in Permitted Investments. Each such Permitted Investment shall mature not later than the Business Day preceding the next Settlement Date and shall be held to maturity. Each investment instruction by the Borrower or the Servicer, which may be a standing instruction, shall designate specific types of Permitted Investments (and the terms thereof) and shall certify that such investments constitute Permitted Investments that will mature at the time specified in the preceding sentence. Absent the written instruction of the Borrower or the Servicer, the Paying Agent shall invest funds on deposit in the Collection Account in Permitted Investments described in clause (d) of the definition thereof. None of the Program Agent, the Paying Agent or Securities Intermediary shall be liable for any loss incurred in connection with an investment in the Collection Account, except for losses due to such Person’s failure to make payments on such Permitted Investments issued by such Person in its commercial capacity as principal obligor (and not as Program Agent, Paying Agent or Securities Intermediary). (b) On each Settlement Date prior to the Termination Date, the Paying Agent shall, based on the information set forth in the related Monthly Report, apply all Finance Charge Collections and Hedge Receipts on deposit in the Collection Account on such day in the following order and priority: (i) first, to the Paying Agent, the Securities Intermediary, the Custodian and the Backup Servicer, pro rata, based on the amounts owing to them in respect of accrued (x) Paying Agent Fees, (y) Custodial Fees and (z) Backup Servicing Fees, together with any costs, expenses or indemnities then due and payable to the Paying Agent, the Securities Intermediary, the Custodian or the Backup Servicer, and any Transition Expenses then due and payable to the Backup Servicer if it becomes the successor Servicer; provided, that in no event shall the amount payable to the Backup Servicer in respect of Transition Expenses pursuant to this clause (b)(i) exceed $200,000 in the aggregate; (ii) second, to the Servicer (if not DTCC or an Affiliate of a DT Entity) the accrued and unpaid Servicer Fee and, if not otherwise paid, at the direction of the Majority Managing Agents, pay to each Approved Sub-servicer all amounts then due and payable pursuant to the contract between the Servicer and such Approved Sub-servicer; (iii) third, to pay the purchase price of an Interest Rate Hedge Agreement pursuant to Section 5.01(p) of this Agreement; (iv) fourth, to each Managing Agent (for the account of the Lenders in the related Lender Group), on a pro rata basis, an amount equal to the aggregate accrued and unpaid Interest and Liquidity Fees then due and payable to the Lenders in respect of the preceding Interest Period, together with any accrued and unpaid Interest and Liquidity Fees from prior Interest Periods; (v) fifth, to be reallocated as Principal Collections pursuant to Section 2.06(c), an amount necessary to cure a Borrowing Base Deficiency or to cause the Outstanding Loan Amount to equal the Facility Limit; (vi) sixth, if any Borrower Obligations (other than the amounts paid pursuant to clauses (i) through (iv) above) are then due and payable by the Borrower to any Secured Party, to each such Secured Party (ratably in accordance with the amounts owing to each) the Borrower Obligations so due and payable; (vii) seventh, to the Servicer (if DTCC or an Affiliate of a DT Entity) the accrued and unpaid Servicer Fee; andand ACTIVE 200146376v.2 (viii) eighth, if no Event of Termination or Incipient Event of Termination has occurred and is continuing, remit any remaining amounts to the Borrower; provided, that if an Event of Termination or Incipient Event of Termination has occurred and is continuing, any remaining amounts shall be retained in the Collection Account for application on the next Settlement Date in accordance with this Section 2.06 or Section 2.07. (c) On each Business Day prior to the Termination Date (including, without limitation, each Settlement Date), the Paying Agent shall based on written instructions from the Servicer cause all Principal Collections on deposit in the Collection Account on such day to be applied in the following order and priority: (i) first, if a Borrowing Base Deficiency exists, or the Outstanding Loan Amount exceeds the Facility Limit, to the Managing Agents, on behalf of the applicable Lenders, an amount equal to such Borrowing Base Deficiency or the amount necessary to cause the Outstanding Loan Amount to be less than or equal to the Facility Limit (such amount to be allocated among the Lenders ratably in accordance with the outstanding principal balance of the Loans held by each), provided, however, that at any time there are Extending Lenders and Non-Extending Lenders, notwithstanding the foregoing, the amount necessary to cause the Outstanding Loan Amount to be less than or equal to the Facility Limit, shall be applied to pay the Managing Agents of all Non-Extending Lenders with such amount to be allocated among the Non-Extending Lenders ratably in accordance with the outstanding principal balance of the Loans held by each; (ii) second, in the event that at least one Committed Lender has agreed to any extension of the Commitment Termination Date pursuant to Section 2.08 when requested by the Borrower, and at least one Lender has not agreed to such extension (each such Lender, a “Non-Extending Lender”), then, from and after the occurrence of the Commitment Termination Date for any Non-Extending Lender, to each such Non-Extending Lender, in payment of the outstanding principal balance of its Loans, in an amount equal to such Non-Extending Lender’s ratable share (in accordance with the respective outstanding principal balance of the Loans made by each of the Lenders) of the balance of such Collections (such ratable share to be determined on each Business Day, solely for the purposes of this clause (ii), based upon the outstanding Loans of the Lenders immediately preceding such Commitment Termination Date), until such Non-Extending Lender’s outstanding Loans are reduced to zero; (iii) third, if the Managing Agent of a Conduit Lender has notified the Borrower and the Servicer that such Conduit Lender shall not make any more Loans, to such Conduit Lender, in reduction of its outstanding Loans, in an amount equal to such Conduit Lender’s ratable share of the balance of such Collections (in accordance with the outstanding principal balance of such Loans held by each Lender) until the principal balance of the Loans of such Conduit Lender is reduced to zero; and (iv) fourth, remit any remaining Principal Collections to the Borrower for application in accordance with Section 2.06(d) below (any such remittance, a “Release”); provided that, if the conditions precedent for such Release set forth in Section 3.02 are not satisfied, the Servicer shall retain such Principal Collections into the Collection Account for application on the next Business Day in accordance with this Section 2.06 or Section 2.07, as applicable. (d) Any Principal Collections remitted to the Borrower pursuant to Section 2.06(c)(iv) shall be applied by the Servicer, on behalf of the Borrower: (i) first, if so requested by the Borrower, to pay ACTIVE 200146376v.2 or prepay (or set aside for the payment or prepayment of) Loans, (ii) second, to pay the purchase price for Eligible Contracts to be acquired by the Borrower from the Originator on such day under the Purchase Agreement, and (iii) third, any remaining amounts to be retained in the Collection Account for application on the next Business Day in accordance with this Section 2.06; provided that, on any Settlement Date prior to the Termination Date, any remaining amounts after giving effect to the preceding clauses (i) and (ii) may be remitted to Borrower if both before and immediately after giving effect thereto, no Event of Termination or Incipient Event of Termination exists or will exist.