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

Application of Collections Prior to Termination Date. (a) On each Business Day (other than a Settlement Date) prior to the Termination Date, the Servicer shall cause all Collections actually received in 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 aggregate Credit Exposure exceeds the Facility Limit, to the Administrative Agent, for the benefit 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 Lender in an amount to Cash-Collateralize the L/C Obligations (which shall reduce the Credit Exposure)); (ii) second, 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 (ii), based upon the outstanding Loans of the Lenders immediately preceding such Termination Date), until such Non-Renewing Lender’s outstanding Loans and L/C Advances are reduced to zero; (iii) third, 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; and (iv) fourth, remit any remaining Collections to the Borrower for application in accordance with Section 2.06(c) below; 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 or Section 2.07, as applicable. (b) 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 Collections remitted to the Borrower pursuant to Section 2.06(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 Receivables to be acquired by the Borrower from any Originator on such day under the 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 Lender 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 Lender 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 Collections to 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 or Section 2.07, as applicable.

Application of Collections Prior to Termination Date. (a) On each Business Day (other than a Settlement Date) prior to the Termination Date, the Servicer shall cause all Collections actually received in cash (or deemed received pursuant to Section 2.09) 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 such day is an Interest and Fee Payment Date, on a Borrowing Base Deficiency existspro rata basis, or the aggregate Credit Exposure exceeds (x) to the Facility LimitAgents, 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) to the Administrative Agent, the fees owed to it under the Administrative Agent Fee Letter and (z) to the Servicer, all accrued and unpaid Servicer Fees; (ii) second, to the Administrative Agent, for an amount equal to the benefit Borrower Obligations owing to the Administrative Agent in respect of all costs and expenses which the Administrative Agent is entitled to have reimbursed, including pursuant to Section 10.10 incurred by it in connection with the enforcement of any Facility Document or the collection of any amounts due thereunder; (iii) third, to any LC Issuers holding Participation Advances, ratably based on the portion of the applicable Lendersaggregate outstanding Reimbursement Obligations owed to each 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 such Borrowing Base Deficiency or (such amount to be allocated first, to the Lenders ratably in accordance with the portion of the Aggregate Exposure Amount held by each and second, to the LC 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 aggregate Credit Exposure LC Obligations owing to such LC Issuers to be less than or equal to the Facility Limit, as applicable their respective LC Commitments (such amount to be allocated (a) first, deposited into the LC Collateral Account 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 Lender in an amount to Cash-Cash Collateralize the L/C Obligations (which shall reduce the Credit Exposure)LC Undrawn Amounts); (iiv) secondfifth, from and after any Early Termination Date, on a pro rata basis, to (x) the Facility Agents of each Non-Renewing Lender, Early Terminating Lender Group in payment of the outstanding principal balance Principal Balance of its the Loans held by the Lenders in each such Lender Group and L/C Advances(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 Non-Renewing LenderEarly Terminating Lender Group’s ratable share (in accordance with the respective outstanding principal balance such Lender Group’s share of the Loans and L/C Advances made by each of the Non-Renewing LendersAggregate 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 (iiy)), based upon the outstanding Loans of Aggregate Exposure Amount and the Lenders Lender Group Percentages with respect to the LC Undrawn Amount immediately preceding such Early Termination Date), until the Principal Balance of the Loans of each such Non-Renewing Lender’s outstanding Loans and L/C Advances Early Terminating Lender Group are reduced to zerozero and the Lender Group Percentage of the LC Undrawn Amount of each such Early Terminating Lender Group is fully Cash Collateralized; (iiivi) thirdsixth, on and after the LX Xxxx Collateral Date, to fund the LC Collateral Account up to the Required LX 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 Servicer Fee and the 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 (ivviii) fourtheighth, remit any remaining Collections to the Borrower for application in accordance with Section 2.06(c2.07(b) belowbelow (any such remittance, a “Release”); provided, 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 deposit such 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. (b) 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 Collections remitted to the Borrower pursuant to Section 2.06(a)(iv) or Section 2.06(d)(vi) (any such remittance, a “Release”2.07(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 Receivables to be acquired by the Borrower from any Originator one or more Originators on such day under the Receivables Sale Agreement, 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 Lender 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 Lender 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 Collections to 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 or Section 2.07, as applicable.

Application of Collections Prior to Termination Date. (a) On each Business Day (other than a Settlement Date) prior to the Termination Date, the Servicer shall cause all shall, out of the Collections actually received prior to such Business Day and not previously applied pursuant to this Section 2.04 (including, if applicable, any investment earnings received with respect to funds on deposit in cash on the Collection Account), apply such day to be applied Collections in the following order and priority: (i) firstset aside on its books and hold in trust for the Purchasers, if the Borrower or the Servicer knows or should know that a Borrowing Base Deficiency exists, or the aggregate Credit Exposure exceeds the Facility Limit, to Managing Agents and the Administrative Agent, for the benefit of the applicable Lenders, Agent an amount equal to the aggregate Yield, Fees and Servicing Fees accrued through such Borrowing Base Deficiency or day and not previously set aside, such amount to be allocated among the Purchasers, the Managing Agents, the Administrative Agent and the Servicer ratably in accordance with the proportion of such amounts owing to each such Person; (ii) if the Servicer Report with the most recent data delivered hereunder indicates that the Receivable Interest Percentage exceeds the Maximum Receivable Interest Percentage, either (A) pay to the Purchasers (ratably in accordance with the outstanding Capital of their respective Receivable Interests) the amount necessary to cause the aggregate Credit Exposure Receivable Interest Percentage to be less than or equal to the Facility LimitMaximum Receivable Interest Percentage or (B) if the Administrative Agent Account has been established pursuant to Section 6.07, as deposit to the Administrative Agent Account the amount necessary to cause the Receivable Interest Percentage to be less than or equal to the Maximum Receivable Interest Percentage; (iii) if such day is a Liquidation Day for one or more Receivable Interests (each a "Liquidating Receivable Interest"), set aside and hold in trust for the relevant Purchasers an amount equal to the excess, if any, of (1) the portion of the Capital allocable to such Liquidating Receivable Interests over (2) the Collections previously so set aside and allocable to such Capital pursuant to this Section 2.04(a) and not yet distributed to the applicable (Purchasers hereunder, such amount to be allocated (a) first, to such Liquidating Receivable Interests ratably in proportion to the LendersCapital of each; provided, in accordance with each Lender’s Pro Rata Sharehowever, as that if such day is a repayment of principal Liquidation Day by reason of the Loanssuspension of Reinvestment Purchases pursuant to Section 2.16, and then the amount required to be set aside pursuant to this clause (biii) second, to shall not exceed the Issuing Lender in an amount to Cash-Collateralize the L/C Obligations (which shall reduce the Credit Exposure))applicable Reduction Amount; (iiiv) second, 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 (ii), based upon the outstanding Loans of the Lenders immediately preceding such Termination Date), until such Non-Renewing Lender’s outstanding Loans and L/C Advances are reduced to zero; (iii) third, if any Borrower Seller Obligations (other than Yield, Fees, Servicing Fees and Capital) are then due and payable by the Borrower Seller to any Secured Indemnified Party, pay to each such Secured Indemnified Party (ratably in accordance with the amounts owing to each) the Borrower Seller Obligations so due and payable; and (ivv) fourth, remit any remaining Collections to the Borrower Seller as a Reinvestment Purchase, for application in accordance with the benefit of the Purchasers then holding Receivable Interests, pursuant to Section 2.06(c) below; 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 or Section 2.07, as applicable2.01(b). (b) On each Interest Settlement Date for a Receivable Interest, the Servicer shall pay to the relevant Purchaser(s) all Yield payable to such Purchaser(s) pursuant to Section 2.07 out of Collections allocated or set aside for such purpose pursuant to Section 2.04(a). On each date on which any Fees are payable pursuant to the Fee Letters, the Servicer shall pay such Fees to the Persons entitled thereto pursuant to the Fee Letters out of Collections allocated or set aside for such purpose pursuant to Section 2.04(a). On each Servicing Fee Payment Date, the Servicer shall remit pay to the Administrative Agent, on behalf of the applicable Lenders, solely out of Collections or the proceeds of Loans, itself the accrued and unpaid Interest in respect Servicing Fee out of each Tranche owing Collections allocated or set aside for such purpose pursuant to such Lenders as of the end of the most recently ended Monthly PeriodSection 2.04(a). (c) Any Collections remitted In the event any deposit is made to the Borrower Administrative Agent Account pursuant to Section 2.06(a)(iv) or Section 2.06(d)(vi) (any 2.04(a)(ii)(B), the amount of such remittance, a “Release”) deposit shall be applied by allocated among the ServicerPurchaser Groups ratably in proportion to the outstanding Capital of their respective Receivable Interests. If the amount on deposit in the Administrative Agent Account exceeds $25,000,000, then on behalf of the Borrower: (i) first, if so requested by the Borrower, next Settlement Date applicable to pay or prepay any Receivable Interest (or set aside for the payment or prepayment of) Loans, (ii) second, to pay the purchase price for Receivables to be acquired by the Borrower from any Originator on such day under the Receivables Sale Agreement, and (iii) third, in such other manner earlier date as the Borrower Servicer may specify and that is upon not prohibited by the terms of the Facility Documents; provided, that less than three Business Days notice to the extent a Borrowing Base Deficiency exists as of the date of such Release under this clause (iiieach Managing Agent), 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 fundsdistribute to each Purchaser then holding a Receivable Interest such Purchaser's allocable share of such deposit for application to the reduction of the Capital of such Receivable Interest. Notwithstanding the foregoing, if any, on any Business Day after such 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, is made and prior to the Servicer, distribution of all accrued and unpaid Servicer Fees then due and payable; (ii) second, to the Administrative Agent for the benefit of the Issuing Lender 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 portion of such Settlement Date deposit pursuant to this Section 2.04(c), the Servicer delivers a Borrowing Base Deficiency exists, or Servicer Report evidencing that 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 Receivable Interest Percentage is less than or equal to the Facility LimitMaximum Receivable Interest Percentage, 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 Servicer may withdraw the Loans, and (b) second, to the Issuing Lender 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 Collections to the Borrower deposited for application in accordance with Section 2.06(c); provided, 2.04(a) to the extent that, if after giving effect to such withdrawal and application, the conditions precedent for such Release Receivable Interest Percentage would not exceed the Maximum Receivable Interest Percentage. (d) In the event any Collections are set forth aside in respect of any Liquidating Receivable Interest pursuant to Section 3.02 are not satisfied2.04(a)(iii), the Servicer shall deposit distribute such Collections into to the relevant Purchaser(s) on or prior to the first Settlement Date for any such Receivable Interest; provided, however, that if at any time prior to such distribution, such Receivable Interest ceases to be a Liquidating Receivable Interest, the Servicer need not distribute such Collections pursuant to this Section 2.04(d) but instead may apply such Collections in accordance with the provisions of Section 2.04(a). (e) Following the occurrence and during the continuation of any Termination Event or any Involuntary Bankruptcy Event, and at all times during any Rating Level 3 Period or any Rating Level 4 Period, the Servicer shall (i) transfer to the Collection Account for application all Collections set aside or required to be set aside pursuant to this Section 2.04 by the Business Day following the Servicer's receipt of such Collections, (ii) make all distributions of such Collections pursuant to this Section 2.04 by withdrawing such Collections from the Collection Account on the next Business Day date such distribution is to be made and (iii) not permit any withdrawals of such Collections from the Collection Account except for the purpose of distributing such Collections in accordance with this Section 2.06 or Section 2.07, as applicable2.

Application of Collections Prior to Termination Date. (a) On each Business Day (other than a Settlement Date) prior to the Termination Date, the Servicer shall cause all Collections actually received in 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 aggregate Credit Exposure Aggregate Principal Balance exceeds the lesser of the Facility LimitLimit and the Maximum Permitted Amount, to the Administrative AgentManaging Agents, for the benefit on behalf of the applicable Lenders, an amount equal to such Borrowing Base Deficiency or the amount necessary to cause the aggregate Credit Exposure Aggregate Principal Balance to be less than or equal to the Facility Limit and the Maximum Permitted Amount, 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 during the Term Period, - if any, the Servicer shall instead deposit each Lender Group's ratable portion of such payment to the Collateral Advance Account (resulting in 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 for the purposes set forth in Section 2.19(a); provided, further, that at any time there are Extending Lenders and Non-Extending Lenders, notwithstanding the foregoing, the amount necessary to cause the Aggregate Principal Balance to be less than or equal to the Facility Limit, as applicable (shall be applied to pay the Managing Agents of all Non-Extending Lenders with such amount to be allocated (a) first, to among the Lenders, Non-Extending Lenders ratably in accordance with each Lender’s Pro Rata Share, as a repayment of the outstanding principal balance of the Loans, and (b) second, to the Issuing Lender in an amount to Cash-Collateralize the L/C Obligations (which shall reduce the Credit Exposure))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 2.01(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-Renewing Lender"), then, from and after the occurrence of the Commitment Termination Date for any Non-Renewing Lender, to each such Non-Renewing Lender, in payment of the outstanding principal balance of its Loans and L/C AdvancesLoans, in an amount equal to such Non-Renewing Lender’s '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-Renewing Lender’s 's outstanding Loans and L/C Advances 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; (iv) fourth, if any Borrower Obligations (other than Interest, Liquidity 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 (ivv) fourthfifth, remit any remaining Collections to the Borrower for application in accordance with Section 2.06(c) belowbelow (any such remittance, a "Release"); provided, provided that, if the conditions precedent for such Release set forth in Section 3.02 are not satisfied, the Servicer shall shall, at the instructions of the Program Agent, deposit such 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. (b) On each Interest Payment DateDate for a Tranche, the Servicer shall remit to the Administrative AgentManaging 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 Tranche owing Fee Payment Date, the Servicer shall pay, solely out of Collections or the proceeds of Loans, (i) all accrued and unpaid Liquidity Fees and Program Fees then due and payable to such Lenders as of the end Persons entitled thereto, (ii) all Excess Interest, if any, accrued through the last day of the most recently ended Monthly PeriodPeriod 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 Collections remitted to the Borrower pursuant to Section 2.06(a)(iv) or Section 2.06(d)(vi) (any such remittance, a “Release”2.06(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 Receivables to be acquired by the Borrower from any the Originator on such day under the Receivables Sale Purchase Agreement, and (iii) third, to repay the principal of, and accrued and unpaid interest on, the Subordinated Note, and (iv) fourth, 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 Lender 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 Lender 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 Collections to 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 or Section 2.07, as applicable.

Application of Collections Prior to Termination Date. (a) On each Business Day (other than a Settlement Date) prior to the Termination Date, the Servicer shall cause all shall, out of the Collections actually received prior to such Business Day and not previously applied pursuant to this Section 2.04 (including, if applicable, any investment earnings received with respect to funds on deposit in cash on the Collection Account), apply such day to be applied Collections in the following order and priority: (i) firstset aside on its books and hold in trust for the Purchasers, if the Borrower or the Servicer knows or should know that a Borrowing Base Deficiency exists, or the aggregate Credit Exposure exceeds the Facility Limit, to Managing Agents and the Administrative Agent, for the benefit of the applicable Lenders, Agent an amount equal to the aggregate Yield, Fees and Servicing Fees accrued through such Borrowing Base Deficiency or day and not previously set aside, such amount to be allocated among the Purchasers, the Managing Agents, the Administrative Agent and the Servicer ratably in accordance with the proportion of such amounts owing to each such Person; (ii) if the Servicer Report with the most recent data delivered hereunder indicates that the Receivable Interest Percentage exceeds the Maximum Receivable Interest Percentage, either (A) pay to the Purchasers (ratably in accordance with the outstanding Capital of their respective Receivable Interests) the amount necessary to cause the aggregate Credit Exposure Receivable Interest Percentage to be less than or equal to the Facility LimitMaximum Receivable Interest Percentage or (B) if the Administrative Agent Account has been established pursuant to Section 6.07, as deposit to the Administrative Agent Account the amount necessary to cause the Receivable Interest Percentage to be less than or equal to the Maximum Receivable Interest Percentage; (iii) if such day is a Liquidation Day for one or more Receivable Interests (each a "Liquidating Receivable Interest"), set aside and hold in trust for the relevant Purchasers an amount equal to the excess, if any, of (1) the portion of the Capital allocable to such Liquidating Receivable Interests over (2) the Collections previously so set aside and allocable to such Capital pursuant to this Section 2.04(a) and not yet distributed to the applicable (Purchasers hereunder, such amount to be allocated (a) first, to such Liquidating Receivable Interests ratably in proportion to the LendersCapital of each; provided, in accordance with each Lender’s Pro Rata Sharehowever, as that if such day is a repayment of principal Liquidation Day by reason of the Loanssuspension of Reinvestment Purchases pursuant to Section 2.16, and then the amount required to be set aside pursuant to this clause (biii) second, to shall not exceed the Issuing Lender in an amount to Cash-Collateralize the L/C Obligations (which shall reduce the Credit Exposure))applicable Reduction Amount; (iiiv) second, 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 (ii), based upon the outstanding Loans of the Lenders immediately preceding such Termination Date), until such Non-Renewing Lender’s outstanding Loans and L/C Advances are reduced to zero; (iii) third, if any Borrower Seller Obligations (other than Yield, Fees, Servicing Fees and Capital) are then due and payable by the Borrower Seller to any Secured Indemnified Party, pay to each such Secured Indemnified Party (ratably in accordance with the amounts owing to each) the Borrower Seller Obligations so due and payable; and (ivv) fourth, remit any remaining Collections to the Borrower Seller as a Reinvestment Purchase, for application in accordance with the benefit of the Purchasers then holding Receivable Interests, pursuant to Section 2.06(c) below; 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 or Section 2.07, as applicable2.01(b). (b) On each Interest Settlement Date for a Receivable Interest, the Servicer shall pay to the relevant Purchaser(s) all Yield payable to such Purchaser(s) pursuant to Section 2.07 out of Collections allocated or set aside for such purpose pursuant to Section 2.04(a). On each date on which any Fees are payable pursuant to the Fee Letters, the Servicer shall pay such Fees to the Persons entitled thereto pursuant to the Fee Letters out of Collections allocated or set aside for such purpose pursuant to Section 2.04(a). On each Servicing Fee Payment Date, the Servicer shall remit pay to the Administrative Agent, on behalf of the applicable Lenders, solely out of Collections or the proceeds of Loans, itself the accrued and unpaid Interest in respect Servicing Fee out of each Tranche owing Collections allocated or set aside for such purpose pursuant to such Lenders as of the end of the most recently ended Monthly PeriodSection 2.04(a). (c) Any Collections remitted In the event any deposit is made to the Borrower Administrative Agent Account pursuant to Section 2.06(a)(iv) or Section 2.06(d)(vi) (any 2.04(a)(ii)(B), the amount of such remittance, a “Release”) deposit shall be applied by allocated among the ServicerPurchaser Groups ratably in proportion to the outstanding Capital of their respective Receivable Interests. If the amount on deposit in the Administrative Agent Account exceeds $25,000,000, then on behalf of the Borrower: (i) first, if so requested by the Borrower, next Settlement Date applicable to pay or prepay any Receivable Interest (or set aside for the payment or prepayment of) Loans, (ii) second, to pay the purchase price for Receivables to be acquired by the Borrower from any Originator on such day under the Receivables Sale Agreement, and (iii) third, in such other manner earlier date as the Borrower Servicer may specify and that is upon not prohibited by the terms of the Facility Documents; provided, that less than three Business Days notice to the extent a Borrowing Base Deficiency exists as of the date of such Release under this clause (iiieach Managing Agent), 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 fundsdistribute to each Purchaser then holding a Receivable Interest such Purchaser's allocable share of such deposit for application to the reduction of the Capital of such Receivable Interest. Notwithstanding the foregoing, if any, on any Business Day after such 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, is made and prior to the Servicer, distribution of all accrued and unpaid Servicer Fees then due and payable; (ii) second, to the Administrative Agent for the benefit of the Issuing Lender 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 portion of such Settlement Date deposit pursuant to this Section 2.04(c), the Servicer delivers a Borrowing Base Deficiency exists, or Servicer Report evidencing that 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 Receivable Interest Percentage is less than or equal to the Facility LimitMaximum Receivable Interest Percentage, 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 Servicer may withdraw the Loans, and (b) second, to the Issuing Lender 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 Collections to the Borrower deposited for application in accordance with Section 2.06(c); provided, 2.04(a) to the extent that, if after giving effect to such withdrawal and application, the conditions precedent for such Release Receivable Interest Percentage would not exceed the Maximum Receivable Interest Percentage. (d) In the event any Collections are set forth aside in respect of any Liquidating Receivable Interest pursuant to Section 3.02 are not satisfied2.04(a)(iii), the Servicer shall deposit distribute such Collections into to the relevant Purchaser(s) on or prior to the first Settlement Date for any such Receivable Interest; provided, however, that if at any time prior to such distribution, such Receivable Interest ceases to be a Liquidating Receivable Interest, the Servicer need not distribute such Collections pursuant to this Section 2.04(d) but instead may apply such Collections in accordance with the provisions of Section 2.04(a). (e) Following the occurrence and during the continuation of any Termination Event or any Involuntary Bankruptcy Event, and at all times during any Rating Level 3 Period or any Rating Level 4 Period, the Servicer shall (i) transfer to the Collection Account for application all Collections set aside or required to be set aside pursuant to this Section 2.04 by the Business Day following the Servicer's receipt of such Collections, (ii) make all distributions of such Collections pursuant to this Section 2.04 by withdrawing such Collections from the Collection Account on the next Business Day date such distribution is to be made and (iii) not permit any withdrawals of such Collections from the Collection Account except for the purpose of distributing such Collections in accordance with this Section 2.06 or 2.04. Except as provided herein, the Servicer shall not be required to segregate any amounts set aside by it pursuant to this Section 2.07, as applicable2.04 from its other funds.

Application of Collections Prior to Termination Date. (a) On each Business Day (other than a Settlement Date) prior to the Termination Date, the Servicer Collection Agent shall cause all Collections actually deposited into any Collection Account or otherwise received prior to such Business Day to be remitted to the Concentration Account. (b) On each Business Day prior to the Termination Date, the Collection Agent shall cause all Collections on deposit in cash the Concentration Account (including, if applicable, any investment earnings received with respect to funds on such day deposit in the Concentration Account) to be applied in the following order and priority: (i) firston a pro rata basis, 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 not previously set aside, such amount to be allocated among the Lenders, the Funding Agents, the Administrative Agent, the Hedge Counterparties and the Collection Agent ratably in accordance with the proportion of such amounts owing to each such Person; (ii) if the Borrower or Percentage Factor exceeds the Servicer knows or should know that a Borrowing Base Deficiency existsMaximum Percentage Factor as determined by reference to the most recent Portfolio Report delivered under the Servicing Agreement, or the aggregate Credit Exposure Aggregate Principal Balance exceeds the Facility Limit, deposit to the Administrative Agent, for the benefit of the applicable Lenders, Collateral Account an amount equal to such Borrowing Base Deficiency or the amount necessary to cause the aggregate Credit Exposure 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, 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 Lender in an amount to Cash-Collateralize the L/C Obligations (which shall reduce the Credit Exposure)); (ii) second, 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 (ii), based upon the outstanding Loans of the Lenders immediately preceding such Termination Date), until such Non-Renewing Lender’s outstanding Loans and L/C Advances are reduced to zero; (iii) third, 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; and (iv) fourth, remit any remaining Collections to the Borrower for application in accordance with Section 2.06(c) below; provided, that, if the conditions precedent for such Release set forth in Section 3.02 are not satisfiedother than Interest, the Servicer shall deposit such 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. (bServicing Fee and Loans) 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 Collections remitted to the Borrower pursuant to Section 2.06(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 Receivables to be acquired by the Borrower from any Originator on such day under the 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 Lender 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 Lender 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; (viiv) 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[Reserved]; and (viiv) seventh, remit apply any remaining Collections to the Borrower for application in accordance with Section 2.06(c2.06(h) (any such remittance, a "Release"); provided, provided that, if the conditions precedent for such Release set forth in Section 3.02 are not satisfied, the Servicer Collection Agent shall deposit retain such Collections into in the Collection 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, the 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) [Reserved]. (e) In the event any deposit is made to the 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 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 applicabledetermined 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 Concentration Account. (h) Any Collections available pursuant to Section 2.06(b)(v) shall be applied by the Collection 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) Loans or other Borrower Obligations, (ii) second, to pay the purchase price for Receivables to be acquired by the Borrower from the Transferor under the Transfer Agreement, (iii) third, to make payments of principal and interest in respect of the Intercompany Note, and (iv) fourth, to invest in Permitted Investments, to pay other expenses and obligations as required under the Borrower's limited liability company agreement, to pay dividends to the Borrower's members and in such other manner as the Borrower may specify and that is permitted under the terms of the Transaction Documents. Unless otherwise specifically directed by the Borrower, the Collection Agent shall cause all Collections available pursuant to Section 2.06(b)(v) to be released to the Seller Agent under (and as defined in) the Originator Purchase Agreement on a daily basis, and the Collections so released to the Seller Agent will be deemed to be applied in accordance with this Section 2.06(h). On or prior to each Monthly Reporting Date the Collection Agent shall determine the portion of the Collections so released which were applied to each of the items described in clauses (i) through (iv) above during the related Calculation Period and shall record the same in its books and records.

Application of Collections Prior to Termination Date. (a) On each Business Day (other than a Settlement Date) prior to the Termination Date, the Servicer shall cause all Collections actually received in cash on such day to be applied in the following order and priority:; provided, however, that any amounts required to be paid under Section 2.06(b) shall be paid before any payments are made under this Section 2.06(a): (i) first, if the Borrower or the Servicer knows or should know that a Borrowing Base Deficiency exists, or the aggregate Credit Exposure Aggregate Principal Balance exceeds the Facility Limit, to the Administrative AgentManaging Agents, for the benefit on behalf of the applicable Lenders, an amount equal to such Borrowing Base Deficiency or the amount necessary to cause the aggregate Credit Exposure Aggregate Principal Balance to be less than or equal to the Facility Limit, as applicable (such amount to be allocated (a) first, to among the Lenders, Lenders ratably in accordance with each Lender’s Pro Rata Share, as a repayment of the outstanding principal balance of the Loans, and (b) second, to the Issuing Lender in an amount to Cash-Collateralize the L/C Obligations (which shall reduce the Credit Exposure)Loans held by each); (ii) second, in the event that at least one Committed Lender has agreed to any extension of the Scheduled Termination Date requested by the Borrower, and at least one Lender has not agreed to such extension (each such Lender, a “Non-Renewing Lender”), then, from and after the occurrence of the Scheduled Termination Date for any Non-Renewing Lender, to each such Non-Renewing Lender, in payment of the outstanding principal balance of its Loans and L/C AdvancesLoans, 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 (ii), based upon the outstanding Loans of the Lenders immediately preceding such Scheduled Termination Date), until such Non-Renewing Lender’s outstanding Loans and L/C Advances are reduced to zero; (iii) second, 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; (iv) third, if any Borrower Obligations (other than Interest, Liquidity 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 (ivv) fourth, remit any remaining Collections to the Borrower for application in accordance with Section 2.06(c) belowbelow (any such remittance, a “Release”); provided, 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 or such other account as designated by the Program Agent for application on the next Business Day in accordance with this Section 2.06 or Section 2.07, as applicable. (b) On each Interest Payment DateDate for a Tranche, the Servicer shall remit to the Administrative AgentManaging 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 Tranche owing Fee Payment Date, the Servicer shall pay, solely out of Collections or the proceeds of Loans, (i) all accrued and unpaid Liquidity Fees and Program Fees then due and payable to such Lenders as of the end of the most recently ended Monthly PeriodPersons entitled thereto and (ii) to itself, all accrued and unpaid Servicer Fees then due and payable. (c) Any Collections remitted to the Borrower pursuant to Section 2.06(a)(iv) or Section 2.06(d)(vi) (any such remittance, a “Release”2.06(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 Receivables to be acquired by the Borrower from any the Originator on such day under the Receivables Sale Purchase Agreement, and (iii) third, to repay the principal of, and accrued and unpaid interest on, the Subordinated Note, and (iv) fourth, 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 Lender 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 Lender 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 Collections to 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 or Section 2.07, as applicable.

Application of Collections Prior to Termination Date. (a) On each Business Day (other than a Settlement Date) prior to the Termination Date, the Servicer shall cause all Collections actually received in 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 aggregate Credit Exposure Aggregate Principal Balance exceeds the Facility Limit, to the Administrative AgentManaging Agents, for the benefit on behalf of the applicable Lenders, an amount equal to such Borrowing Base Deficiency or the amount necessary to cause the aggregate Credit Exposure Aggregate Principal Balance to be less than or equal to the Facility Limit, as applicable (such amount to be allocated (a) first, to among the Lenders, Lenders ratably in accordance with each Lender’s Pro Rata Share, as a repayment of the outstanding principal balance of the Loans, and (b) second, to the Issuing Lender in an amount to Cash-Collateralize the L/C Obligations (which shall reduce the Credit Exposure)Loans held by each); (ii) second, to each Non-Renewing Lender, in payment of the outstanding principal balance of its Loans and L/C AdvancesLoans, 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 (ii), based upon the outstanding Loans of the Lenders immediately preceding such Commitment Termination Date), until such Non-Renewing Lender’s outstanding Loans and L/C Advances are reduced to zero; (iii) third, 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; and (iv) fourth, remit any remaining Collections to the Borrower for application in accordance with Section 2.06(c) below; provided, 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 or Section 2.07, as applicable. (b) On each Interest Payment Date, the Servicer shall remit to the Administrative AgentManaging Agents, 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 Collections remitted to the Borrower pursuant to Section 2.06(a)(iv) or Section 2.06(d)(vi2.06(d)(v) (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 Receivables to be acquired by the Borrower from any Originator on such day under the 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 Lender 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, Fees and Used Fees or other fees then due and payable to any of thempayable; (iii) third, if as of such Settlement Date a Borrowing Base Deficiency exists, or the aggregate Credit Exposure Aggregate Principal Balance exceeds the Facility Limit, to the Administrative AgentManaging Agents, on behalf of the applicable Lenders, an amount equal to such Borrowing Base Deficiency or the amount necessary to cause the aggregate Credit Exposure Aggregate Principal Balance to be less than or equal to the Facility Limit, as applicable (such amount to be allocated (a) first, to among the Lenders, Lenders ratably in accordance with each Lender’s Pro Rata Share, as a repayment of the outstanding principal balance of the Loans, and (b) second, to the Issuing Lender in an amount to Cash-Collateralize the L/C Obligations (which shall reduce the Credit Exposure)Loans held by each); (iv) fourth, to each Non-Renewing Lender, in payment of the outstanding principal balance of its Loans and L/C AdvancesLoans, 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 Commitment 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;; and (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 Collections to the Borrower for application in accordance with Section 2.06(c); provided, 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 or Section 2.07, as applicable.

Application of Collections Prior to Termination Date. (a) On each Business Day (other than a Settlement Date) prior to the Termination Date, the Servicer shall cause all shall, out of the Collections actually received prior to such Business Day and not previously applied pursuant to this Section 2.04 (including, if applicable, any investment earnings received with respect to funds on deposit in cash on the Collection Account), apply such day to be applied Collections in the following order and priority: (i) firstset aside on its books and hold in trust for the Purchasers, if the Borrower or the Servicer knows or should know that a Borrowing Base Deficiency exists, or the aggregate Credit Exposure exceeds the Facility Limit, to Managing Agents and the Administrative Agent, for the benefit of the applicable Lenders, Agent an amount equal to the aggregate Yield, Fees and Servicing Fees accrued through such Borrowing Base Deficiency or day and not previously set aside, such amount to be allocated among the Purchasers, the Managing Agents, the Administrative Agent and the Servicer ratably in accordance with the proportion of such amounts owing to each such Person; (ii) if the Servicer Report with the most recent data delivered hereunder indicates that the Receivable Interest Percentage exceeds the Maximum Receivable Interest Percentage, either (A) pay to the Purchasers (ratably in accordance with the outstanding Capital of their respective Receivable Interests) the amount necessary to cause the aggregate Credit Exposure Receivable Interest Percentage to be less than or equal to the Facility LimitMaximum Receivable Interest Percentage or (B) if the Administrative Agent Account has been established pursuant to Section 6.07, as deposit to the Administrative Agent Account the amount necessary to cause the Receivable Interest Percentage to be less than or equal to the Maximum Receivable Interest Percentage; (iii) if such day is a Liquidation Day for one or more Receivable Interests (each a “Liquidating Receivable Interest”), set aside and hold in trust for the relevant Purchasers an amount equal to the excess, if any, of (1) the portion of the Capital allocable to such Liquidating Receivable Interests over (2) the Collections previously so set aside and allocable to such Capital pursuant to this Section 2.04(a) and not yet distributed to the applicable (Purchasers hereunder, such amount to be allocated (a) first, to such Liquidating Receivable Interests ratably in proportion to the LendersCapital of each; provided, in accordance with each Lender’s Pro Rata Sharehowever, as that if such day is a repayment of principal Liquidation Day by reason of the Loanssuspension of Reinvestment Purchases pursuant to Section 2.16, and then the amount required to be set aside pursuant to this clause (biii) second, to shall not exceed the Issuing Lender in an amount to Cash-Collateralize the L/C Obligations (which shall reduce the Credit Exposure))applicable Reduction Amount; (iiiv) second, 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 (ii), based upon the outstanding Loans of the Lenders immediately preceding such Termination Date), until such Non-Renewing Lender’s outstanding Loans and L/C Advances are reduced to zero; (iii) third, if any Borrower Seller Obligations (other than Yield, Fees, Servicing Fees and Capital) are then due and payable by the Borrower Seller to any Secured Indemnified Party, pay to each such Secured Indemnified Party (ratably in accordance with the amounts owing to each) the Borrower Seller Obligations so due and payable; and (ivv) fourth, remit any remaining Collections to the Borrower Seller as a Reinvestment Purchase, for application in accordance with the benefit of the Purchasers then holding Receivable Interests, pursuant to Section 2.06(c) below; 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 or Section 2.07, as applicable2.01(b). (b) On each Interest Settlement Date for a Receivable Interest, the Servicer shall pay to the relevant Purchaser(s) all Yield payable to such Purchaser(s) pursuant to Section 2.07 out of Collections allocated or set aside for such purpose pursuant to Section 2.04(a). On each date on which any Fees are payable pursuant to the Fee Letters, the Servicer shall pay such Fees to the Persons entitled thereto pursuant to the Fee Letters out of Collections allocated or set aside for such purpose pursuant to Section 2.04(a). On each Servicing Fee Payment Date, the Servicer shall remit pay to the Administrative Agent, on behalf of the applicable Lenders, solely out of Collections or the proceeds of Loans, itself the accrued and unpaid Interest in respect Servicing Fee out of each Tranche owing Collections allocated or set aside for such purpose pursuant to such Lenders as of the end of the most recently ended Monthly PeriodSection 2.04(a). (c) Any Collections remitted In the event any deposit is made to the Borrower Administrative Agent Account pursuant to Section 2.06(a)(iv) or Section 2.06(d)(vi) (any 2.04(a)(ii)(B), the amount of such remittance, a “Release”) deposit shall be applied by allocated among the ServicerPurchaser Groups ratably in proportion to the outstanding Capital of their respective Receivable Interests. If the amount on deposit in the Administrative Agent Account exceeds $25,000,000, then on behalf of the Borrower: (i) first, if so requested by the Borrower, next Settlement Date applicable to pay or prepay any Receivable Interest (or set aside for the payment or prepayment of) Loans, (ii) second, to pay the purchase price for Receivables to be acquired by the Borrower from any Originator on such day under the Receivables Sale Agreement, and (iii) third, in such other manner earlier date as the Borrower Servicer may specify and that is upon not prohibited by the terms of the Facility Documents; provided, that less than three Business Days notice to the extent a Borrowing Base Deficiency exists as of the date of such Release under this clause (iiieach Managing Agent), 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 fundsdistribute to each Purchaser then holding a Receivable Interest such Purchaser’s allocable share of such deposit for application to the reduction of the Capital of such Receivable Interest. Notwithstanding the foregoing, if any, on any Business Day after such 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, is made and prior to the Servicer, distribution of all accrued and unpaid Servicer Fees then due and payable; (ii) second, to the Administrative Agent for the benefit of the Issuing Lender 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 portion of such Settlement Date deposit pursuant to this Section 2.04(c), the Servicer delivers a Borrowing Base Deficiency exists, or Servicer Report evidencing that 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 Receivable Interest Percentage is less than or equal to the Facility LimitMaximum Receivable Interest Percentage, 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 Servicer may withdraw the Loans, and (b) second, to the Issuing Lender 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 Collections to the Borrower deposited for application in accordance with Section 2.06(c); provided, 2.04(a) to the extent that, if after giving effect to such withdrawal and application, the conditions precedent for such Release Receivable Interest Percentage would not exceed the Maximum Receivable Interest Percentage. (d) In the event any Collections are set forth aside in respect of any Liquidating Receivable Interest pursuant to Section 3.02 are not satisfied2.04(a)(iii), the Servicer shall deposit distribute such Collections into to the relevant Purchaser(s) on or prior to the first Settlement Date for any such Receivable Interest; provided, however, that if at any time prior to such distribution, such Receivable Interest ceases to be a Liquidating Receivable Interest, the Servicer need not distribute such Collections pursuant to this Section 2.04(d) but instead may apply such Collections in accordance with the provisions of Section 2.04(a). (e) Following the occurrence and during the continuation of any Termination Event or any Involuntary Bankruptcy Event, and at all times during any Rating Level 3 Period or any Rating Level 4 Period, the Servicer shall (i) transfer to the Collection Account for application all Collections set aside or required to be set aside pursuant to this Section 2.04 by the Business Day following the Servicer’s receipt of such Collections, (ii) make all distributions of such Collections pursuant to this Section 2.04 by withdrawing such Collections from the Collection Account on the next Business Day date such distribution is to be made and (iii) not permit any withdrawals of such Collections from the Collection Account except for the purpose of distributing such Collections in accordance with this Section 2.06 or 2.04. Except as provided herein, the Servicer shall not be required to segregate any amounts set aside by it pursuant to this Section 2.07, as applicable2.04 from its other funds.

Application of Collections Prior to Termination Date. (a) On each Business Day (other than a Settlement Date) prior to the Termination Date, the Servicer shall cause all Collections actually received in 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 aggregate Credit Exposure Aggregate Principal Balance exceeds the Facility Limit, to the Administrative AgentManaging Agents, for the benefit on behalf of the applicable Lenders, an amount equal to such Borrowing Base Deficiency or the amount necessary to cause the aggregate Credit Exposure Aggregate Principal Balance to be less than or equal to the Facility Limit, as applicable (such amount to be allocated (a) first, to among the Lenders, Lenders ratably in accordance with each Lender’s Pro Rata Share, as a repayment of the outstanding principal balance of the Loans, and (b) second, to the Issuing Lender in an amount to Cash-Collateralize the L/C Obligations (which shall reduce the Credit Exposure)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 2.01(c) when requested by the Borrower, and at least one Lender has not agreed to such extension (each such Lender, a “Non-Renewing Lender”), then, from and after the occurrence of the Commitment Termination Date for any Non-Renewing Lender, to each such Non-Renewing Lender, in payment of the outstanding principal balance of its Loans and L/C AdvancesLoans, 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 (ii), based upon the outstanding Loans of the Lenders immediately preceding such Commitment Termination Date), until such Non-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 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; (iv) fourth, if any Borrower Obligations (other than Interest, Liquidity 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 (ivv) fourthfifth, remit any remaining Collections to the Borrower for application in accordance with Section 2.06(c) belowbelow (any such remittance, a “Release”); provided, 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 or Section 2.07, as applicable. (b) On each Interest Payment DateDate for a Tranche, the Servicer shall remit to the Administrative AgentManaging 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 Tranche owing Fee Payment Date, the Servicer shall pay, solely out of Collections or the proceeds of Loans, (i) all accrued and unpaid Liquidity Fees and Program Fees then due and payable to such Lenders as of the end of the most recently ended Monthly PeriodPersons entitled thereto and (ii) to itself, all accrued and unpaid Servicer Fees then due and payable. (c) Any Collections remitted to the Borrower pursuant to Section 2.06(a)(iv) or Section 2.06(d)(vi) (any such remittance, a “Release”2.06(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 Receivables to be acquired by the Borrower from any the Originator on such day under the Receivables Sale Purchase Agreement, and (iii) third, to repay the principal of, and accrued and unpaid interest on, the Subordinated Note, and (iv) fourth, 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 Lender 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 Lender 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 Collections to 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 or Section 2.07, as applicable.

Application of Collections Prior to Termination Date. (a) On each Business Day (other than a Settlement Date) prior to the Termination Date, the Servicer shall cause all Collections actually received in cash (or deemed received pursuant to Section 2.09) 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 such day is an Interest and Fee Payment Date, on a Borrowing Base Deficiency existspro rata basis, or the aggregate Credit Exposure exceeds (x) to the Facility LimitAgents, 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) to the Administrative Agent, the fees owed to it under the Administrative Agent Fee Letter and (z) to the Servicer, all accrued and unpaid Servicer Fees; (ii) second, to the Administrative Agent, for an amount equal to the benefit Borrower Obligations owing to the Administrative Agent in respect of all costs and expenses which the Administrative Agent is entitled to have reimbursed, including pursuant to Section 10.10 incurred by it in connection with the enforcement of any Facility Document or the collection of any amounts due thereunder; (iii) third, to any LC Issuers holding Participation Advances, ratably based on the portion of the applicable Lendersaggregate outstanding Reimbursement Obligations owed to each 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 such Borrowing Base Deficiency or (such amount to be allocated first, to the Lenders ratably in accordance with the portion of the Aggregate Exposure Amount held by each and second, to the LC 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 aggregate Credit Exposure LC Obligations owing to such LC Issuers to be less than or equal to the Facility Limit, as applicable their respective LC Commitments (such amount to be allocated (a) first, deposited into the LC Collateral Account 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 Lender in an amount to Cash-Cash Collateralize the L/C Obligations (which shall reduce the Credit Exposure)LC Undrawn Amounts); (iiv) secondfifth, from and after any Early Termination Date, on a pro rata basis, to (x) the Facility Agents of each Non-Renewing Lender, Early Terminating Lender Group in payment of the outstanding principal balance Principal Balance of its the Loans held by the Lenders in each such Lender Group and L/C Advances(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 Non-Renewing LenderEarly Terminating Lender Group’s ratable share (in accordance with the respective outstanding principal balance such Lender Group’s share of the Loans and L/C Advances made by each of the Non-Renewing LendersAggregate 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 (iiy), based upon the outstanding Loans of Aggregate Exposure Amount and the Lenders Lender Group Percentages with respect to the LC Undrawn Amount immediately preceding such Early Termination Date), until the Principal Balance of the Loans of each such Non-Renewing Lender’s outstanding Loans and L/C Advances Early Terminating Lender Group are reduced to zerozero and the Lender Group Percentage of the LC Undrawn Amount of each such Early Terminating Lender Group is fully Cash Collateralized; (iiivi) thirdsixth, on and after the LX Xxxx Collateral Date, to fund the LC Collateral Account up to the Required LX 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 Servicer Fee and the 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 (ivviii) fourtheighth, remit any remaining Collections to the Borrower for application in accordance with Section 2.06(c2.07(b) belowbelow (any such remittance, a “Release”); provided, 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 deposit such 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. (b) 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 Collections remitted to the Borrower pursuant to Section 2.06(a)(iv) or Section 2.06(d)(vi) (any such remittance, a “Release”2.07(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 Receivables to be acquired by the Borrower from any Originator one or more Originators on such day under the Receivables Sale Agreement, 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 Lender 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 Lender 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 Collections to 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 or Section 2.07, as applicable.