Common use of Collections Following Amortization Clause in Contracts

Collections Following Amortization. On the Amortization Date and on each day thereafter, Servicer shall set aside and hold in trust for the benefit of Agent and the Purchasers, in the Collection Accounts in the manner set forth in Sections 7.1(j) and 8.2, all Collections and/or Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1. On and after the Amortization Date, Servicer shall, at any time upon the request from time to time by (or pursuant to standing instructions from) Agent (i) remit to the Second-Tier Account the amounts set aside pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein), and (ii) apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the Amortization Date and prior to the Final Payout Date). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer shall distribute funds in accordance with the applicable Payment Instructions: first, to the reimbursement of Agent’s, each Purchaser’s and each Purchaser Agent’s costs of collection and enforcement of this Agreement, second, ratably to the payment of all accrued and unpaid fees under any Fee Letter and all accrued and unpaid CP Costs and Financial Institution Yield, third, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as Servicer, fourth, to the ratable reduction of Aggregate Capital to zero, fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate Unpaids, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero and this Agreement has terminated in accordance with its terms, to Seller as RPA Deferred Purchase Price, any remaining Collections.

Collections Following Amortization. On the Amortization Date and on each day thereafter, the Servicer shall set aside and hold in trust trust, for the benefit of Agent and the Purchasers, in the Collection Accounts in the manner set forth in Sections 7.1(j) and 8.2Secured Parties, all Collections and/or Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1day. On and after the Amortization Date, the Servicer shall, at any time upon on each Settlement Date and on each other Business Day specified by the request from time to time by (or pursuant to standing instructions from) Administrative Agent (ias directed by any Co-Agent) (after deduction of any accrued and unpaid Servicing Fee as of such date) remit to the Second-Tier Funding Account of the amounts set aside and held in trust pursuant to the preceding sentence (sentence. The Funding Agent shall promptly remit the applicable Percentage of such funds to the extent such amounts are not already on deposit therein)each applicable Payment Account, and (ii) apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion Obligations of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the Amortization Date and prior to the Final Payout Date). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer shall distribute funds in accordance with the applicable Payment InstructionsBorrower as follows: first, to the Funding Agent, the payment of all accrued and unpaid fees under the Funding Agent Fee Letter; provided that the aggregate amount payable pursuant to this clause “first” shall not exceed $200,000 in any one calendar year, second, to the reimbursement of Agent’s, each PurchaserUnaffiliated Committed Lender’s and each Purchaser Agentor the applicable Conduit Group’s Percentage of the costs of collection and enforcement of this AgreementAgreement incurred by the Administrative Agent and the Funding Agent, secondthird, ratably to the payment of all accrued and unpaid CP Costs, Facility Fee, Interest and Broken Funding Costs (if any), fourth, ratably to the payment of all accrued and unpaid fees under any the Fee Letter and all accrued and unpaid CP Costs and Financial Institution YieldLetter, third, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as Servicer, fourthfifth, to the ratable reduction of such Unaffiliated Committed Lender’s or such Conduit Group’s Percentage of the Aggregate Capital to zeroPrincipal, fifthsixth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate UnpaidsBorrower, and seventh, after the Aggregate Unpaids have been indefeasibly reduced Final Payout Date, to zero and this Agreement has terminated Borrower. Collections applied to the payment of Obligations of Borrower shall be distributed in accordance with its termsthe aforementioned provisions, and, giving effect to Seller as RPA Deferred Purchase Priceeach of the priorities set forth above in this Section 2.3, any remaining Collectionsshall be shared ratably (within each priority) among the Co-Agents and the Lenders in accordance with the amount of such Obligations owing to each of them in respect of each such priority.

Collections Following Amortization. On the Amortization Date and on each day thereafter, Servicer shall set aside and hold in trust for the benefit of Agent and the Purchasers, in the Collection Accounts in the manner set forth in Sections 7.1(j) and 8.2, all Collections and/or Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1. On and after the Amortization Date, Servicer shall, at any time upon the request from time to time by (or pursuant to standing instructions from) Agent (i) remit to the Second-Tier Account the amounts set aside pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein), ) and (ii) apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the Amortization Date and prior to the Final Payout Date). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer shall distribute funds in accordance with the applicable Payment Instructions: first, to the reimbursement of Agent’s, each Purchaser’s and each Purchaser AgentPurchaser’s costs of collection and enforcement of this Agreement, second, ratably to the payment of all accrued and unpaid fees under any Fee Letter and all accrued and unpaid CP Costs and Financial Institution Purchaser Yield, third, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as Servicer, fourth, to the ratable reduction of Aggregate Capital to zero, fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate Unpaids, and seventh, after the Facility Termination Date when the Aggregate Unpaids have been indefeasibly reduced to zero and this Agreement has terminated in accordance with its termszero, to Seller as RPA Deferred Purchase Price, any remaining Collections.

Collections Following Amortization. On the Amortization Date and on each day thereafter, the Servicer shall set aside and hold in trust for the benefit of the Purchasers (or, if so requested by the Agent, segregate in a separate account designated by the Agent, which shall be an account maintained and controlled by the Agent and unless the PurchasersAgent otherwise instructs in its sole discretion), for application in accordance with the Collection Accounts in the manner priority of payments set forth in Sections 7.1(j) and 8.2below, all Collections and/or on Receivables that are received by the Servicer or the Seller or received in any Lock-Box or Collection Account and all Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1Collections. On and after the Amortization Date, Servicer shall, at any time upon the request from time to time by (or pursuant to standing instructions from) Agent (i) remit to the Second-Tier Account the amounts set aside pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein), and (ii) apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the Amortization Date and prior to the Final Payout Date). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer (or, following its assumption of control of the Collection Accounts, the Agent) shall distribute funds in accordance with the applicable Payment Instructionsfollowing order of priority: first, to the reimbursement of Agent’s, each Purchaser’s and each Purchaser Agent’s costs of collection and enforcement of this Agreement, second, ratably to the payment of all accrued and unpaid fees under any Fee Letter and all accrued and unpaid CP Costs and Financial Institution Yield, third, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as Servicer, fourth, to the ratable reduction of Aggregate Capital to zero, fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate Unpaids, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero and this Agreement has terminated in accordance with its terms, to Seller as RPA Deferred Purchase Price, any remaining Collections.

Collections Following Amortization. (a) On the Amortization Date and on each day thereafter, Servicer shall set aside and hold in trust for the benefit of Agent and the Purchasers, in the Collection Accounts in the manner set forth in Sections 7.1(j) and 8.2, all Collections and/or Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1. On and after the Amortization Date, Servicer shall, at any time upon the request from time to time by (or pursuant to standing instructions from) Agent (i) remit to the Second-Tier Account the amounts set aside pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein), and (ii) apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the occurrence of an Amortization Event which has not been waived but which has not yet resulted in the occurrence of a particular Group's Amortization Date, such Group's Group Collections shall be set aside in a separate segregated Collection Account and held in trust therein by the Servicer for the payment on the next Settlement Date of any accrued and prior unpaid Aggregate Unpaids owing to the Final Payout members of such Group as provided in Section 2.3(b), or, in the event such Amortization Event is waived, for Reinvestment pursuant to Section 2.2(b) on the effective date of such waiver. On each day on or after the occurrence of a particular Group's Amortization Date). If there , such Group's Group Collections shall be insufficient funds set aside in a separate segregated Collection Account and held in trust therein by the Servicer for the payment on deposit for the next Settlement Date of any accrued and unpaid Aggregate Unpaids owing to the members of such Group as provided in Section 2.3(b). (b) On each Settlement Date occurring on or after a particular Group's Amortization Date, the Servicer shall remit to distribute funds the applicable Group Account such Group's Group Collections and apply such amounts in the following order of priority: FIRST, to payment in full of such Group's Outstanding Percentage as of the aforementioned amountsend of the prior Business Day of all Servicer costs and expenses, Servicer shall distribute funds including the Servicing Fee, in accordance connection with servicing, administering and collecting the applicable Payment Instructions: firstReceivables, SECOND, to such Group's Outstanding Percentage as of the reimbursement end of the prior Business Day of the Administrative Agent’s, each Purchaser’s and each Purchaser Agent’s 's costs of collection and enforcement of this Agreement, secondTHIRD, ratably to the payment of all accrued and unpaid fees under any such Group's Fee Letter Letter, and to all accrued and unpaid CP Costs and Financial Institution YieldYield owing to members of that Group, thirdFOURTH, ratably to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as Servicer, fourth, to the ratable reduction of Aggregate Capital to zerothe Group Invested Amount, fifthFIFTH, for the ratable payment of all other unpaid ObligationsObligations (including, provided that without limitation, any Default Fees owing to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate UnpaidsGroup), and seventhSIXTH, after the Aggregate Unpaids owing to such Group have been indefeasibly reduced to zero and this Agreement has terminated in accordance with its termszero, to Seller as RPA Deferred Purchase Price, any remaining CollectionsTransferor.

Collections Following Amortization. On (a) each day on which any of the Amortization conditions precedent set forth in Section 6.2 are not satisfied, (b) the Facility Termination Date and on (c) each day thereafter, the Servicer shall set aside and hold in trust trust, for the benefit of Agent and the Purchasers, in the Collection Accounts in the manner set forth in Sections 7.1(j) and 8.2Secured Parties, all Collections and/or Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1day. On and after the Amortization Facility Termination Date, the Servicer shall, at on each Settlement Date and on each other Business Day specified by the Agent (after deduction of any time upon the request from time to time by (or pursuant to standing instructions from) Agent accrued and unpaid Servicing Fee as of such date): (i) remit to the Second-Tier Agent the amount due pursuant to clause first below and (ii) then, to each Lender Group Agent’s Account such Lender Group’s Lender Group Share of the remaining amounts set aside pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein)sentence, and (ii) each Lender Group Agent shall apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the Amortization Date and prior to the Final Payout Date). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer shall distribute funds in accordance with the applicable Payment Instructionsas follows: first, to the reimbursement of Agent’s, each Purchaser’s and each Purchaser the Agent’s out-of-pocket costs of collection and enforcement of this Agreement, second, ratably among each Lender Group in accordance with the Lender Group Shares, to the payment of all accrued and unpaid CP Costs, Interest and Broken Funding Costs of such Lender Group, third, ratably among each Lender Group in accordance with the Lender Group Shares, to the payment of all accrued and unpaid fees under any the Fee Letter and all accrued and unpaid CP Costs and Financial Institution Yieldfor such Lender Group, thirdfourth, ratably among each Lender Group in accordance with the Lender Group Shares, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as Servicer, fourth, to the ratable reduction of Aggregate Capital to zeroPrincipal, fifth, ratably among each Lender Group in accordance with the Lender Group Shares, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate Unpaids, and seventh, after the Aggregate Unpaids Obligations have been indefeasibly reduced to zero and this Agreement has terminated zero, to Borrower. Collections applied to the payment of Obligations shall be distributed in accordance with its termsthe aforementioned provisions, and, giving effect to Seller as RPA Deferred Purchase Priceeach of the priorities set forth above in this Section 2.3(b), any remaining Collectionsshall be shared ratably (within each priority) among the members of each Lender Group in accordance with the amount of such Obligations owing to each of them in respect of each such priority.

Collections Following Amortization. On the Amortization Date and on each day thereafter, the Servicer shall set aside and hold in trust for the benefit of the Purchasers (or, if so requested by the Agent, segregate in a separate account designated by the Agent, which shall be an account maintained and controlled by the Agent and unless the PurchasersAgent otherwise instructs in its sole discretion), for application in accordance with the Collection Accounts in the manner priority of payments set forth in Sections 7.1(j) and 8.2below, all Collections and/or on Receivables that are received by the Servicer or the Seller or received in any Lock-Box or Collection Account and all Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1Collections. On and after the Amortization Date, Servicer shall, at any time upon the request from time to time by (or pursuant to standing instructions from) Agent (i) remit to the Second-Tier Account the amounts set aside pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein), and (ii) apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the Amortization Date and prior to the Final Payout Date). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer (or, following its assumption of control of the Collection Accounts, the Agent) shall distribute funds in accordance with the applicable Payment Instructionsfollowing order of priority: first, to the reimbursement of Agent’s, each Purchaser’s and each Purchaser Agent’s costs of collection and enforcement of this Agreement, second, ratably to the payment of all accrued and unpaid fees under any Fee Letter and all accrued and unpaid CP Costs and Financial Institution Yield, third, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, 737938467 18589498 including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as Servicer, fourth, to the ratable reduction of Aggregate Capital to zero, fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate Unpaids, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero and this Agreement has terminated in accordance with its terms, to Seller as RPA Deferred Purchase Price, any remaining Collections.

Collections Following Amortization. On (a) each day on which any of the conditions precedent set forth in Section 6.2 are not satisfied, (b) the Amortization Date and on (c) each day thereafter, the Servicer shall set aside and hold in trust trust, for the benefit of Agent and the Purchasers, in the Collection Accounts in the manner set forth in Sections 7.1(j) and 8.2Secured Parties, all Collections and/or Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1day. On and after the Amortization Date, the Servicer shall, at on each Settlement Date and on each other Business Day specified by the Agent (after deduction of any time upon the request from time to time by (or pursuant to standing instructions from) Agent accrued and unpaid Servicing Fee as of such date): (i) remit to the Second-Tier Agent the amount due pursuant to clause first below and (ii) then, to each Lender Group Agent’s Account such Lender Group’s Lender Group Share of the remaining amounts set aside pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein)two sentences, and (ii) each Lender Group Agent shall apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the Amortization Date and prior to the Final Payout Date). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer shall distribute funds in accordance with the applicable Payment InstructionsObligations as follows: first, to the reimbursement of Agent’s, each Purchaser’s and each Purchaser the Agent’s costs of collection and enforcement of this Agreement, second, ratably among each Lender Group in accordance with the Lender Group Shares, to the payment of all accrued and unpaid Yield, Interest and Broken Funding Costs of such Lender Group, third, ratably among each Lender Group in accordance with the Lender Group Shares, to the payment of all accrued and unpaid fees under any the Fee Letter and all accrued and unpaid CP Costs and Financial Institution Yieldfor such Lender Group, thirdfourth, ratably among each Lender Group in accordance with the Lender Group Shares, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as Servicer, fourth, to the ratable reduction of Aggregate Capital to zeroPrincipal, fifth, ratably among each Lender Group in accordance with the Lender Group Shares, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate Unpaids, and seventh, after the Aggregate Unpaids Obligations have been indefeasibly reduced to zero and this Agreement has terminated zero, to Borrower. Collections applied to the payment of Obligations shall be distributed in accordance with its termsthe aforementioned provisions, and, giving effect to Seller as RPA Deferred Purchase Priceeach of the priorities set forth above in this Section 2.3, any remaining Collectionsshall be shared ratably (within each priority) among the members of each Lender Group in accordance with the amount of such Obligations owing to each of them in respect of each such priority.

Collections Following Amortization. On the Amortization Date and on each day thereafter, Servicer shall set aside and hold in trust for the benefit of Agent and the Purchasers, in the Collection Accounts in the manner set forth in Sections 7.1(j) and 8.2, all 737768156 10446458 Collections and/or Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1. On and after the Amortization Date, Servicer shall, at any time upon the request from time to time by (or pursuant to standing instructions from) Agent (i) remit to the Second-Tier Account the amounts set aside pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein), and (ii) apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the Amortization Date and prior to the Final Payout Date). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer shall distribute funds in accordance with the applicable Payment Instructions: first, to the reimbursement of Agent’s, each Purchaser’s and each Purchaser Agent’s costs of collection and enforcement of this Agreement, second, ratably to the payment of all accrued and unpaid fees under any Fee Letter and all accrued and unpaid CP Costs and Financial Institution Yield, third, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as Servicer, fourth, to the ratable reduction of Aggregate Capital to zero, fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate Unpaids, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero and this Agreement has terminated in accordance with its terms, to Seller as RPA Deferred Purchase Price, any remaining Collections.

Collections Following Amortization. On the Amortization Date and on each day thereafter, the Servicer shall set aside and hold in trust for the benefit of the Purchasers (or, if so requested by the Agent, segregate in a separate account designated by the Agent, which shall be an account maintained and controlled by the Agent and unless the PurchasersAgent otherwise instructs in its sole discretion), for application in accordance with the Collection Accounts in the manner priority of payments set forth in Sections 7.1(j) and 8.2below, all Collections and/or on Receivables that are received by the Servicer or the Seller or received in any Lock-Box or Collection Account and all Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1Collections. On and after the Amortization Date, Servicer shall, at any time upon the request from time to time by (or pursuant to standing instructions from) Agent (i) remit to the Second-Tier Account the amounts set aside pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein), and (ii) apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the Amortization Date and prior to the Final Payout Date). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer (or, following its assumption of control of the Collection Accounts, the Agent) shall distribute funds in accordance with the applicable Payment Instructionsfollowing order of priority: first, to the reimbursement of Agent’s, each Purchaser’s and each Purchaser Agent’s costs of collection and enforcement of this Agreement, second, ratably to the payment of all accrued and unpaid fees under any Fee Letter and all accrued and unpaid CP Costs and Financial Institution Yield, third, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, 737919142 18589498 including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as Servicer, fourth, to the ratable reduction of Aggregate Capital to zero, fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate Unpaids, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero and this Agreement has terminated in accordance with its terms, to Seller as RPA Deferred Purchase Price, any remaining Collections.

Collections Following Amortization. On the Amortization Date and on each day thereafter, the Servicer shall set aside and hold in trust for the benefit of the Purchasers (or, if so requested by the Agent, segregate in a separate account designated by the Agent, which shall be an account maintained and controlled by the Agent and unless the PurchasersAgent otherwise instructs in its sole discretion), for application in accordance with the Collection Accounts in the manner priority of payments set forth in Sections 7.1(j) and 8.2below, all Collections and/or on Receivables that are received by the Servicer or the Seller or received in any Lock-Box or Collection Account and all Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1Collections. On and after the Amortization Date, Servicer shall, at any time upon the request from time to time by (or pursuant to standing instructions from) Agent (i) remit to the Second-Tier Account the amounts set aside pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein), and (ii) apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the Amortization Date and prior to the Final Payout Date). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer (or, following its assumption of control of the Collection Accounts, the Agent) shall distribute funds in accordance with the applicable Payment Instructionsfollowing order of priority: first, to the reimbursement of Agent’s, each Purchaser’s and each Purchaser Agent’s costs of collection and enforcement of this Agreement, second, ratably to the payment of all accrued and unpaid fees under any Fee Letter and all accrued and unpaid CP Costs and Financial Institution Yield, third, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as Servicer, fourth, to the ratable reduction of Aggregate Capital to zero, fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate Unpaids, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero and this Agreement has terminated in accordance with its terms, to Seller as RPA Deferred Purchase Price, any remaining Collections.,

Collections Following Amortization. On the Amortization Date and on each day thereafter, Servicer shall set aside and hold in trust for the benefit of Agent and the Purchasers, in the Collection Accounts in the manner set forth in Sections 7.1(j) and 8.2, all Collections and/or Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1. On and after the Amortization Date, Servicer shall, at any time upon the request from time to time by (or pursuant to standing instructions from) Agent (i) remit to the Second-Tier Account the amounts set aside pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein), and (ii) apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion of the RPA Deferred Purchase Price may be paid to 8 Seller on a date on or after the Amortization Date and prior to the Final Payout Date). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer shall distribute funds in accordance with the applicable Payment Instructions: first, to the reimbursement of Agent’s, each Purchaser’s and each Purchaser Agent’s costs of collection and enforcement of this Agreement, second, ratably to the payment of all accrued and unpaid fees under any Fee Letter and all accrued and unpaid CP Costs and Financial Institution Yield, third, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as Servicer, fourth, to the ratable reduction of Aggregate Capital to zero, fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate Unpaids, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero and this Agreement has terminated in accordance with its terms, to Seller as RPA Deferred Purchase Price, any remaining Collections.

Collections Following Amortization. On the Amortization Date and on each day thereafter, the Servicer shall set aside and hold in trust trust, for the benefit of Agent and the Purchasers, in the Collection Accounts in the manner set forth in Sections 7.1(j) and 8.2Secured Parties, all Collections and/or Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1day. On and after the Amortization Date, the Servicer shall, on each Settlement Date and on each other Business Day specified by the Administrative Agent at the direction of TD or any time upon the request from time to time by Co-Agent (or pursuant to standing instructions from) Agent after deduction of any accrued and unpaid Servicing Fee as of such date): (i) remit to the Second-Tier applicable Payment Account the applicable Percentage of the amounts set aside and held in trust pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein)sentence, and (ii) apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion Obligations of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the Amortization Date and prior to the Final Payout Date). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer shall distribute funds in accordance with the applicable Payment InstructionsBorrower as follows: first, to the reimbursement of Agent’s, each PurchaserTD’s and each Purchaser or the applicable Conduit Group’s Percentage Share of the Administrative Agent’s costs of collection and enforcement of this Agreement, second, ratably to the payment of all accrued and unpaid fees under any Fee Letter CP Costs, Interest and Broken Funding Costs (if any), third, ratably to the payment of all accrued and unpaid CP Costs and Financial Institution Yield, third, to fees under the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as ServicerFee Letter, fourth, to the ratable reduction of such TD’s or such Conduit Group’s Percentage of the Aggregate Capital to zeroPrincipal, fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate UnpaidsBorrower, and seventhsixth, after the Aggregate Unpaids Obligations of Borrower have been indefeasibly reduced to zero and this Agreement has terminated zero, to Borrower. Collections applied to the payment of Obligations of Borrower shall be distributed in accordance with its termsthe aforementioned provisions, and, giving effect to Seller as RPA Deferred Purchase Priceeach of the priorities set forth above in this Section 2.3, any remaining Collectionsshall be shared ratably (within each priority) among the Co-Agent and the Lenders in accordance with the amount of such Obligations owing to each of them in respect of each such priority.

Collections Following Amortization. On During the Amortization Date and on each day thereafterPeriod, the Servicer shall set aside and hold in trust for the benefit of the Purchasers (or, if so requested by the Agent, segregate in a separate account designated by the Agent, which shall be an account maintained and controlled by the Agent and unless the PurchasersAgent otherwise instructs in its sole discretion), for application in accordance with the Collection Accounts in the manner priority of payments set forth in Sections 7.1(j) and 8.2below, all Collections and/or on Receivables that are received by the Servicer or the Seller or received in any Lock-Box or Collection Account and all Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1Collections. On and after During the Amortization DatePeriod, Servicer shall, at any time upon the request from time to time by (or pursuant to standing instructions from) Agent (i) remit to the Second-Tier Account the amounts set aside pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein), and (ii) apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion of the RPA Deferred Purchase Price may be paid to Seller on a date on or after during the Amortization Date and prior to the Final Payout DatePeriod). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer (or, following its assumption of control of the Collection Accounts, the Agent) shall distribute funds in accordance with the applicable Payment Instructionsfollowing order of priority: first, to the reimbursement of Agent’s, each Purchaser’s and each Purchaser Agent’s costs of collection and enforcement of this Agreement, ; second, ratably to the payment of all accrued and unpaid fees under any Fee Letter and all accrued and unpaid CP Costs and Costs; Financial Institution Yield, Yield and any Broken Funding Costs; third, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if SellerCNE, or one of its Affiliates is not then acting as Servicer, ; fourth, to the ratable Purchasers (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the reduction of the Aggregate Capital to zero, zero ($0); fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller CNE or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, ; sixth, to the applicable Persons, for the ratable payment in full of all other Aggregate Unpaids, ; and 740395379 19636993 seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero and this Agreement has terminated in accordance with its terms, to Seller as RPA Deferred Purchase Price, any remaining Collections.

Collections Following Amortization. On the Amortization Date and on each day thereafter, Servicer shall set aside and hold in trust for the benefit of Agent and the Purchasers, in the Collection Accounts in the manner set forth in Sections 7.1(j) and 8.2, all Collections and/or Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1. On and after the Amortization Date, Servicer shall, at any time upon the request from time to time by (or pursuant to standing instructions from) Agent (i) remit to the Second-Tier Account the amounts set aside pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein), and (ii) apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the Amortization Date and prior to the Final Payout Date). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer shall distribute funds in accordance with the applicable Payment Instructions: first, to the reimbursement of Agent’s, each Purchaser’s and each Purchaser Agent’s costs of collection and enforcement of this Agreement, second, ratably to the payment of all accrued and unpaid fees under any Fee Letter and all accrued and unpaid CP Costs and Financial Institution Yield, third, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as Servicer, fourth, to the ratable reduction of Aggregate Capital to zero, fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate Unpaids, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero and this Agreement has terminated in accordance with its terms, to Seller as RPA Deferred Purchase Price, any remaining Collections.. 742515825 10446458

Collections Following Amortization. On the Amortization Date and on each day thereafter, the Servicer shall set aside and hold in trust trust, for the benefit of Agent and the Purchasers, in the Collection Accounts in the manner set forth in Sections 7.1(j) and 8.2Secured Parties, all Collections and/or Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1day. On and after the Amortization Date, the Servicer shall, at any time upon on each Settlement Date and on each other Business Day specified by the request from time to time by (or pursuant to standing instructions from) Administrative Agent (ias directed by any Co-Agent) (after deduction of any accrued and unpaid Servicing Fee as of such date) remit to the Second-Tier Funding Account of the amounts set aside and held in trust pursuant to the preceding sentence (sentence. The Funding Agent shall promptly remit the applicable Percentage of such funds to the extent such amounts are not already on deposit therein)each applicable Payment Account, and (ii) apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion Obligations of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the Amortization Date and prior to the Final Payout Date). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer shall distribute funds in accordance with the applicable Payment InstructionsBorrower as follows: first, to the Funding Agent, the payment of all accrued and unpaid fees under the Funding Agent Fee Letter; provided that the aggregate amount payable pursuant to this clause “first” shall not exceed $200,000 in any one calendar year, second, to the reimbursement of Agent’s, each PurchaserUnaffiliated Committed Xxxxxx’s and each Purchaser Agentor the applicable Conduit Group’s Percentage of the costs of collection and enforcement of this AgreementAgreement incurred by the Administrative Agent and the Funding Agent, secondthird, ratably to the payment of all accrued and unpaid CP Costs, Facility Fee and Interest, fourth, ratably to the payment of all accrued and unpaid fees under any the Fee Letter and all accrued and unpaid CP Costs and Financial Institution YieldLetter, third, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as Servicer, fourthfifth, to the ratable reduction of such Unaffiliated Committed Lender’s or such Conduit Group’s Percentage of the Aggregate Capital to zeroPrincipal, fifthsixth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate UnpaidsBorrower, and seventh, after the Aggregate Unpaids have been indefeasibly reduced Final Payout Date, to zero and this Agreement has terminated Borrower. Collections applied to the payment of Obligations of Borrower shall be distributed in accordance with its termsthe aforementioned provisions, and, giving effect to Seller as RPA Deferred Purchase Priceeach of the priorities set forth above in this Section 2.3, any remaining Collectionsshall be shared ratably (within each priority) among the Co-Agents and the Lenders in accordance with the amount of such Obligations owing to each of them in respect of each such priority.

Collections Following Amortization. On the Amortization Date and on each day thereafter, the Servicer shall set aside and hold in trust for the benefit of Agent and the Purchasers, in the Collection Accounts in the manner set forth in Sections 7.1(j) and 8.2, all Collections and/or Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids accrued and unpaid Obligations owed by Seller and not previously paid XXXXXXXXX RECEIVABLES PURCHASE AGREEMENT by Seller in accordance with Section 2.1. On and after the Amortization Date, the Servicer shall, at any time upon the request from time to time by (or pursuant to standing instructions from) the Agent (i) remit to the Second-Tier Agent's Account the amounts set aside pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein)sentence, and (ii) apply such amounts at the Agent’s 's direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the Amortization Date and prior to the Final Payout Date)Unpaids. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts, the Servicer shall distribute funds in accordance with the applicable Payment Instructionsfunds: first, if the Hedging Agreement shall be in effect, the Hedge Fixed Amount, if any due to the Hedge Provider pursuant to the Hedging Agreement as of such Settlement Date, second, to the reimbursement of the Agent’s, each Purchaser’s and each Purchaser Agent’s 's costs of collection and enforcement of this Agreement, secondthird, ratably to the payment of all accrued and unpaid fees under any the Fee Letter and all accrued and unpaid CP Costs and Financial Institution Yield, thirdfourth, to the payment of the Servicer’s 's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as the Servicer, fourth, to the ratable reduction of Aggregate Capital to zero, fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable reduction of Aggregate Capital to zero, seventh, to the ratable payment in full of all other Aggregate Unpaids, and seventheighth, after the Aggregate Unpaids have been indefeasibly reduced to zero and this Agreement has terminated in accordance with its terms, to Seller as RPA Deferred Purchase Price, any remaining CollectionsCollections shall be remitted to Seller.

Collections Following Amortization. On the Amortization Date and on each day thereafter, the Servicer shall set aside and hold in trust trust, for the benefit of Agent and the Purchasers, in the Collection Accounts in the manner set forth in Sections 7.1(j) and 8.2Secured Parties, all Collections and/or Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1day. On and after the Amortization Date, the Servicer shall, on each Settlement Date and on each other Business Day specified by the Administrative Agent at the direction of any time upon the request from time to time by Co-Agent (or pursuant to standing instructions from) Agent after deduction of any accrued and unpaid Servicing Fee as of such date): (i) remit to the Secondapplicable Co-Tier Agent Account the applicable Conduit Group's Percentage of the amounts set aside and held in trust pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein)sentence, and (ii) apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion Obligations of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the Amortization Date and prior to the Final Payout Date). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer shall distribute funds in accordance with the applicable Payment InstructionsBorrower as follows: firstFIRST, to the reimbursement of the applicable Conduit Group's Percentage Share of the Administrative Agent’s, each Purchaser’s and each Purchaser Agent’s 's costs of collection and enforcement of this Agreement, secondSECOND, ratably to the payment of all accrued and unpaid CP Costs, Interest and Broken Funding Costs (if any), THIRD, ratably to the payment of all accrued and unpaid fees under any the Fee Letter and all accrued and unpaid CP Costs and Financial Institution YieldLetter, third, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as Servicer, fourthFOURTH, to the ratable reduction of such Conduit's Percentage of the Aggregate Capital to zeroPrincipal, fifthFIFTH, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate UnpaidsBorrower, and seventhSIXTH, after the Aggregate Unpaids Obligations of Borrower have been indefeasibly reduced to zero and this Agreement has terminated zero, to Borrower. Collections applied to the payment of Obligations of Borrower shall be distributed in accordance with its termsthe aforementioned provisions, and, giving effect to Seller as RPA Deferred Purchase Priceeach of the priorities set forth above in this Section 2.3, any remaining Collectionsshall be shared ratably (within each priority) among the Co-Agents and the Lenders in accordance with the amount of such Obligations owing to each of them in respect of each such priority.

Collections Following Amortization. On the Amortization Date and on each day thereafter, Servicer shall set aside and hold in trust for the benefit of Agent and the Purchasers, in the Collection Accounts in the manner set forth in Sections 7.1(j) and 8.2, all Collections and/or Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1. On and after the Amortization Date, Servicer shall, at any time upon the request from time to time by (or pursuant to standing instructions from) Agent (i) remit to the Second-Tier Account the amounts set aside pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein), ) and (ii) apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood 737579529 11089703 6 12794124v1 and agreed that, in any event, no portion of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the Amortization Date and prior to the Final Payout Date). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer shall distribute funds in accordance with the applicable Payment Instructions: first, to the reimbursement of Agent’s, each Purchaser’s and each Purchaser AgentPurchaser’s costs of collection and enforcement of this Agreement, second, ratably to the payment of all accrued and unpaid fees under any Fee Letter and all accrued and unpaid CP Costs and Financial Institution Purchaser Yield, third, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as Servicer, fourth, to the ratable reduction of Aggregate Capital to zero, fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate Unpaids, and seventh, after the Facility Termination Date when the Aggregate Unpaids have been indefeasibly reduced to zero and this Agreement has terminated in accordance with its termszero, to Seller as RPA Deferred Purchase Price, any remaining Collections.

Collections Following Amortization. On the Amortization Date and on each day thereafter, the Servicer shall set aside and hold in trust trust, for the benefit of Agent and the Purchasers, in the Collection Accounts in the manner set forth in Sections 7.1(j) and 8.2Secured Parties, all Collections and/or Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1day. On and after the Amortization Date, the Servicer shall, on each Settlement Date and on each other Business Day specified by the Administrative Agent at the direction of any time upon the request from time to time by (or pursuant to standing instructions from) Co-Agent (iafter deduction of any accrued and unpaid Servicing Fee as of such date) remit to distribute all Collections then held by the Second-Tier Account Servicer (including, without limitation, the amounts set aside and held in trust pursuant to the preceding sentence (to sentence) in the extent such amounts are not already on deposit therein), and (ii) apply such amounts at Agent’s direction following order of priority to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion Obligations of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the Amortization Date and prior to the Final Payout Date). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer shall distribute funds in accordance with the applicable Payment InstructionsBorrowers: first, to the Administrative Agent in reimbursement of Agent’s, each Purchaser’s and each Purchaser the Administrative Agent’s costs of collection and enforcement of this Agreement (including, without limitation, any indemnities or amounts paid or payable by the Administrative Agent to any Collection Bank pursuant to any Collection Account Agreement, ); second, ratably to the Secured Parties, ratably in payment of all accrued and unpaid CP Costs, Interest, and Broken Funding Costs (if any); third, to the Secured Parties, ratably in payment of all accrued and unpaid fees under any the Fee Letter and all accrued and unpaid CP Costs and Financial Institution Yield, third, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as Servicer, Letter; fourth, to the ratable Lenders, ratably in reduction of the Aggregate Capital Principal until the Aggregate Principal is reduced to zerozero ($0); provided, however, that if any Defaulting Lender (or its Lender Group) failed to make any Loan required to be made by it in respect of an Advance deemed requested pursuant to Section 1.1(b) or failed to fund any participation advance (or portion thereof) to the LC Bank required to be funded by it pursuant to Section 1.10(c), then any Collections otherwise distributable to such Defaulting Lender or any member of its Lender Group pursuant to this clause fourth shall first be paid ratably to the Lenders that made or funded any portion of such Loan(s) or participation advance(s) in lieu of such Defaulting Lender until their Aggregate Principal has been reduced pursuant to this proviso by an amount equal to the amount funded by such Lenders in lieu of such Defaulting Lender (or has been reduced to zero ($0)); fifth, to the LC Collateral Account for the ratable benefit of the LC Bank and the LC Participants, the amount (if any) necessary to cause the amount of cash collateral held in the LC Collateral Account to equal the LC Participation Amount; sixth, to the Secured Parties, ratably in payment of all other unpaid ObligationsObligations of Borrowers; and seventh, provided that after all Obligations of Borrowers have been reduced to zero ($0), to the extent Collection Agent, on behalf of the Borrowers. All amounts to be distributed to (or for the account of) any Secured Party pursuant to this Section 2.3 shall be distributed by the Servicer to such Obligations relate Secured Party’s related Co-Agent’s Co-Agent Account. Collections applied to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one Obligations of its Affiliates is acting as Servicer, such costs and expenses will not Borrowers shall be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate Unpaids, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero and this Agreement has terminated distributed in accordance with its termsthe aforementioned provisions, and, giving effect to Seller as RPA Deferred Purchase Priceeach of the priorities set forth above in this Section 2.3, any remaining Collectionsshall be shared ratably (within each priority) among the applicable Secured Parties in accordance with the amount of such Obligations owing to each of them in respect of each such priority.

Collections Following Amortization. On During the Amortization Date and on each day thereafterPeriod, the Servicer shall set aside and hold in trust for the benefit of the Purchasers (or, if so requested by the Agent, segregate in a separate account designated by the Agent, which shall be an account maintained and controlled by the Agent and unless the PurchasersAgent otherwise instructs in its sole discretion), for application in accordance with the Collection Accounts in the manner priority of payments set forth in Sections 7.1(j) and 8.2below, all Collections and/or on Receivables that are received by the Servicer or the Seller or received in any Lock-Box or Collection Account and all Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1Collections. On and after During the Amortization DatePeriod, Servicer shall, at any time upon the request from time to time by (or pursuant to standing instructions from) Agent (i) remit to the Second-Tier Account the amounts set aside pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein), and (ii) apply such amounts at Agent’s direction to reduce the Aggregate 736370695 19636993 Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion of the RPA Deferred Purchase Price may be paid to Seller on a date on or after during the Amortization Date and prior to the Final Payout DatePeriod). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer (or, following its assumption of control of the Collection Accounts, the Agent) shall distribute funds in accordance with the applicable Payment Instructionsfollowing order of priority: first, to the reimbursement of Agent’s, each Purchaser’s and each Purchaser Agent’s costs of collection and enforcement of this Agreement, ; second, ratably to the payment of all accrued and unpaid fees under any Fee Letter and all accrued and unpaid CP Costs and Costs; Financial Institution Yield, Yield and any Broken Funding Costs; third, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if SellerCNE, or one of its Affiliates is not then acting as Servicer, ; fourth, to the ratable Purchasers (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the reduction of the Aggregate Capital to zero, zero ($0); fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller CNE or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, ; sixth, to the applicable Persons, for the ratable payment in full of all other Aggregate Unpaids, ; and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero and this Agreement has terminated in accordance with its terms, to Seller as RPA Deferred Purchase Price, any remaining Collections.

Collections Following Amortization. On the Amortization Date and on each day thereafter, the Servicer shall set aside and hold in trust trust, for the benefit of Agent and the Purchasers, in the Collection Accounts in the manner set forth in Sections 7.1(j) and 8.2Secured Parties, all Collections and/or Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1day. On and after the Amortization Date, the Servicer shall, on each Settlement Date and on each other Business Day specified by the Administrative Agent at the direction of any time upon the request from time to time by Co-Agent (or pursuant to standing instructions from) Agent after deduction of any accrued and unpaid Servicing Fee as of such date): (i) remit to the Secondapplicable Co-Tier Agent Account the applicable Conduit Group’s Percentage of the amounts set aside and held in trust pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein)sentence, and (ii) apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion Obligations of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the Amortization Date and prior to the Final Payout Date). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer shall distribute funds in accordance with the applicable Payment InstructionsBorrower as follows: first, to the reimbursement of Agent’s, each Purchaserthe applicable Conduit Group’s and each Purchaser Percentage Share of the Administrative Agent’s costs of collection and enforcement of this Agreement, second, ratably to the payment of all accrued and unpaid fees under any Fee Letter CP Costs, Interest and Broken Funding Costs (if any), third, ratably to the payment of all accrued and unpaid CP Costs and Financial Institution Yield, third, to fees under the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as ServicerFee Letter, fourth, to the ratable reduction of such Conduit’s Percentage of the Aggregate Capital to zeroPrincipal, fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate UnpaidsBorrower, and seventhsixth, after the Aggregate Unpaids Obligations of Borrower have been indefeasibly reduced to zero and this Agreement has terminated zero, to Borrower. Collections applied to the payment of Obligations of Borrower shall be distributed in accordance with its termsthe aforementioned provisions, and, giving effect to Seller as RPA Deferred Purchase Priceeach of the priorities set forth above in this Section 2.3, any remaining Collectionsshall be shared ratably (within each priority) among the Co-Agents and the Lenders in accordance with the amount of such Obligations owing to each of them in respect of each such priority.

Collections Following Amortization. (a) On each day on or after the occurrence of a particular Group’s Amortization Date and on each day thereafterdate on which an Unmatured Amortization Event is continuing, Servicer such Group’s Group Collections shall be set aside in one or more separate segregated Lock-Box Accounts and hold held in trust for therein by the benefit of Agent and the Purchasers, in the Collection Accounts in the manner set forth in Sections 7.1(j) and 8.2, all Collections and/or Deemed Collections received on such day and any additional amount Servicers for the payment on the next Settlement Date of any accrued and unpaid Aggregate Unpaids owed by Seller and not previously paid by Seller owing to the members of such Group as provided in accordance with Section 2.12.3(b). On and after the Amortization Date, Servicer shall, at any time upon the request from time to time by (or pursuant to standing instructions from) Agent (i) remit to the Second-Tier Account the amounts set aside pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein), and (ii) apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion of the RPA Deferred Purchase Price may be paid to Seller on a date each day on or after the occurrence of a particular Group’s Amortization Date, such Group’s Group Collections shall be set aside in a separate segregated Lock-Box Account and held in trust therein by the Servicers for the payment on the next Settlement Date of any accrued and prior unpaid Aggregate Unpaids owing to the Final Payout members of such Group as provided in Section 2.3(b). (b) On each Settlement Date occurring on or after a particular Group’s Amortization Date). If there , the Servicers shall be insufficient funds on deposit for Servicer remit to distribute funds in payment in full of the aforementioned amounts, Servicer shall distribute funds in accordance with the applicable Payment InstructionsGroup Account such Group’s Group Collections and apply such amounts in the following order of priority: first, to payment of such Group’s Outstanding Percentage as of the reimbursement end of Agent’sthe prior Business Day of all Servicer costs and expenses, each Purchaserincluding the Servicing Fee, in connection with servicing, administering and collecting the Receivables, second, to such Group’s and each Purchaser Outstanding Percentage as of the end of the prior Business Day of the Administrative Agent’s costs of collection and enforcement of this Agreement, secondthird, ratably to the payment of all accrued and unpaid fees under any such Group’s Fee Letter Letter, and to all accrued CP Costs, Default Fees and unpaid CP Costs and Financial Institution Yield, third, Yield owing to the payment members of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as Servicerthat Group, fourth, ratably to the ratable reduction of Aggregate Capital to zerosuch Group’s Group Invested Amount, fifth, for the ratable payment of all other unpaid remaining Recourse Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate Unpaids, and seventh, after the Aggregate Unpaids owing to such Group have been indefeasibly reduced to zero and this Agreement has terminated in accordance with its termszero, to Seller as RPA Deferred Purchase Price, any remaining CollectionsSeller.

Collections Following Amortization. On the Amortization Date and on each day thereafter, the Servicer shall set aside and hold in trust for the benefit of the Agent and the Purchasers, in the Collection Accounts in the manner set forth in Sections 7.1(j) and 8.2, all Collections and/or Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1. On and after the Amortization Date, the Servicer shall, at any time upon the request from time to time by (or pursuant to standing instructions from) the Agent (i) remit to the Second-Tier Agent’s Account the amounts set aside pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein)sentence, and (ii) apply such amounts at the Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the Amortization Date and prior to the Final Payout Date)Unpaids. If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts, the Servicer shall distribute funds funds: first, if the Hedging Agreements shall be in accordance with effect, the applicable Payment Instructions: firstHedge Fixed Amount, if any due to each Hedge Provider pursuant to the applicable Hedging Agreement as of such Settlement Date, second, to the reimbursement of the Agent’s, each Purchaser’s and each Purchaser Agent’s costs of collection and enforcement of this Agreement, secondthird, ratably to the payment of all accrued and unpaid fees under any Fee Letter and all accrued and unpaid CP Costs and Financial Institution Yield, thirdfourth, to the payment of the Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as the Servicer, fourth, to the ratable reduction of Aggregate Capital to zero, fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable reduction of Aggregate Capital to zero, seventh, to the ratable payment in full of all other Aggregate Unpaids, and seventheighth, after the Aggregate Unpaids have been indefeasibly reduced to zero and this Agreement has terminated in accordance with its terms, to Seller as RPA Deferred Purchase Price, any remaining CollectionsCollections shall be remitted to Seller.

Collections Following Amortization. On the Amortization Date and on each day thereafter, the Servicer shall set aside and hold in trust trust, for the benefit of Agent and the Purchasers, in the Collection Accounts in the manner set forth in Sections 7.1(j) and 8.2Secured Parties, all Collections and/or Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1day. On and after the Amortization Date, the Servicer shall, on each Settlement Date and on each other Business Day specified by the Administrative Agent at the direction of any time upon the request from time to time by Co-Agent (or pursuant to standing instructions from) Agent after deduction of any accrued and unpaid Servicing Fee as of such date): (i) remit to the Secondapplicable Co-Tier Agent Account the applicable Conduit Group’s Percentage of the amounts set aside and held in trust pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein)sentence, and (ii) apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion Obligations of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the Amortization Date and prior to the Final Payout Date). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer shall distribute funds in accordance with the applicable Payment InstructionsBorrowers as follows: first, to the reimbursement of Agent’s, each Purchaserthe applicable Conduit Group’s and each Purchaser Percentage Share of the Administrative Agent’s costs of collection and enforcement of this Agreement, second, ratably to the payment of all accrued and unpaid fees under any Fee Letter CP Costs, Interest, Excess Interest (if applicable) and Broken Funding Costs (if any), third, ratably to the payment of all accrued and unpaid CP Costs and Financial Institution Yield, third, to fees under the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as ServicerFee Letter, fourth, to the ratable reduction of such Conduit’s Percentage of the Aggregate Capital to zeroPrincipal, fifth, for the ratable payment of all other unpaid ObligationsObligations of Borrowers, provided that and sixth, after the Obligations of Borrowers have been reduced to zero, to the extent such Obligations relate Collection Agent, on behalf of the Borrowers. Collections applied to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one Obligations of its Affiliates is acting as Servicer, such costs and expenses will not Borrowers shall be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate Unpaids, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero and this Agreement has terminated distributed in accordance with its termsthe aforementioned provisions, and, giving effect to Seller as RPA Deferred Purchase Priceeach of the priorities set forth above in this Section 2.3, any remaining Collectionsshall be shared ratably (within each priority) among the Co-Agents and the Lenders in accordance with the amount of such Obligations owing to each of them in respect of each such priority.

Collections Following Amortization. On the Amortization Date and on each day thereafter, the Servicer shall set aside and hold in trust for the benefit of the Purchasers (or, if so requested by the Agent, segregate in a separate account designated by the Agent, which shall be an account maintained and controlled by the Agent and unless the PurchasersAgent otherwise instructs in its sole discretion), for application in accordance with the Collection Accounts in the manner priority of payments set forth in Sections 7.1(j) and 8.2below, all Collections and/or on Receivables that are received by the Servicer or the Seller or received in any Lock-Box or Collection Account and all Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1Collections. On and after the Amortization Date, Servicer shall, at any time upon the request from time to time by (or pursuant to standing instructions from) Agent (i) remit to the Second-Tier Account the amounts set aside pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein), and (ii) apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the Amortization Date and prior to the Final Payout Date). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer (or, following its assumption of control of the Collection Accounts, the Agent) shall distribute funds in accordance with the applicable Payment Instructionsfollowing order of priority: first, to the reimbursement of Agent’s, each Purchaser’s and each Purchaser Agent’s costs of collection and enforcement of this Agreement, second, ratably to the payment of all accrued and unpaid fees under any Fee Letter and all accrued and unpaid CP Costs and Financial Institution Yield, third, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, 742893773 18589498 including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as Servicer, fourth, to the ratable reduction of Aggregate Capital to zero, fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate Unpaids, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero and this Agreement has terminated in accordance with its terms, to Seller as RPA Deferred Purchase Price, any remaining Collections.

Collections Following Amortization. On the Amortization Date and on each day thereafter, the Servicer shall set aside and hold in trust for the benefit of the Purchasers (or, if so requested by the Agent, segregate in a separate account designated by the Agent, which shall be an account maintained and controlled by the Agent and unless the PurchasersAgent otherwise instructs in its sole discretion), for application in accordance with the Collection Accounts in the manner priority of payments set forth in Sections 7.1(j) and 8.2below, all Collections and/or on Receivables that are received by the Servicer or the Seller or received in any Lock-Box or Collection Account and all Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1Collections. On and after the Amortization Date, Servicer shall, at any time upon the request from time to time by (or pursuant to standing instructions from) Agent (i) remit to the Second-Tier Account the amounts set aside pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein), and (ii) apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the Amortization Date and prior to the Final Payout Date). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer (or, following its assumption of control of the Collection Accounts, the Agent) shall distribute funds in accordance with the applicable Payment Instructionsfollowing order of priority: first, to the reimbursement of Agent’s, each Purchaser’s and each Purchaser Agent’s costs of collection and enforcement of this Agreement, second, ratably to the payment of all accrued and unpaid fees under any Fee Letter and all accrued and unpaid CP Costs and Financial Institution Yield, third, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, 742891150 18589498 including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as Servicer, fourth, to the ratable reduction of Aggregate Capital to zero, fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate Unpaids, and seventh, after the Aggregate Unpaids have been indefeasibly reduced to zero and this Agreement has terminated in accordance with its terms, to Seller as RPA Deferred Purchase Price, any remaining Collections.

Collections Following Amortization. On (a) each day on which any of the conditions precedent set forth in Section 6.3 are not satisfied, (b) the Amortization Date and on (c) each day thereafter, the Servicer shall set aside and hold in trust trust, for the benefit of Agent and the Purchasers, in the Collection Accounts in the manner set forth in Sections 7.1(j) and 8.2Secured Parties, all Collections and/or Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1day. On and after the Amortization Date, the Servicer shall, at on each Settlement Date and on each other Business Day (which may be each Business Day) specified by the Agent (after deduction of any time upon the request from time to time by (or pursuant to standing instructions from) Agent accrued and unpaid Servicing Fee as of such date): (i) remit to the Second-Tier Agent’s Account the amounts set aside pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein)sentence, and (ii) apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the Amortization Date and prior to the Final Payout Date). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer shall distribute funds in accordance with the applicable Payment InstructionsObligations as follows: first, to the Agent, to the reimbursement of Agent’s, each Purchaser’s and each Purchaser the Agent’s costs of collection and enforcement of this Agreement, second, to the Lenders, ratably to the payment of all accrued and unpaid CP Costs, Interest and Broken Funding Costs, third, to the Lenders and the Agent, ratably to the payment of all accrued and unpaid fees under any the Fee Letter and all accrued and unpaid CP Costs and Financial Institution YieldLetter, thirdfourth, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as Servicer, fourthLenders, to the ratable reduction of Aggregate Capital to zeroPrincipal, fifth, to the Secured Parties and the other Indemnified Parties (as applicable), for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate Unpaids, and seventh, after the Aggregate Unpaids Obligations have been indefeasibly reduced to zero and this Agreement has terminated zero, to Borrower. Collections applied to the payment of Obligations shall be distributed in accordance with its termsthe aforementioned provisions, and, giving effect to Seller as RPA Deferred Purchase Priceeach of the priorities set forth above in this Section 2.3, any remaining Collectionsshall be shared ratably (within each priority) among the Agent and the Lenders in accordance with the amount of such Obligations owing to each of them in respect of each such priority.

Collections Following Amortization. On the Amortization Date and on each day thereafter, Servicer shall set aside and hold in trust for the benefit of Agent and the Purchasers, in the Collection Accounts in the manner set forth in Sections 7.1(j) and 8.2, all Collections and/or Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1. On and after the Amortization Date, Servicer shall, at any time upon the request from time to time by (or pursuant to standing instructions from) Agent (i) remit to the Second-Tier Account the amounts set aside pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein), ) and (ii) apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood 742081002 11089703 6 and agreed that, in any event, no portion of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the Amortization Date and prior to the Final Payout Date). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer shall distribute funds in accordance with the applicable Payment Instructions: first, to the reimbursement of Agent’s, each Purchaser’s and each Purchaser AgentPurchaser’s costs of collection and enforcement of this Agreement, second, ratably to the payment of all accrued and unpaid fees under any Fee Letter and all accrued and unpaid CP Costs and Financial Institution Purchaser Yield, third, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as Servicer, fourth, to the ratable reduction of Aggregate Capital to zero, fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate Unpaids, and seventh, after the Facility Termination Date when the Aggregate Unpaids have been indefeasibly reduced to zero and this Agreement has terminated in accordance with its termszero, to Seller as RPA Deferred Purchase Price, any remaining Collections.