Common use of Collections Prior to Amortization Clause in Contracts

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement. If at any time any Collections are received by the Servicer prior to the Amortization Date: (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) Seller hereby requests, and the Purchasers (other than any Terminating Committed Purchasers) in each Group are hereby deemed to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with each Group’s Percentage of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior Settlement Date that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such Group, applied ratably to each such Terminating Committed Purchaser according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date”) until such Terminating Committed Purchaser’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to (i) Capital of such Terminating Committed Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably with all Committed Purchasers in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Financial Institution and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Jupiter Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s such Capital, CP Jupiter Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Financial Institution shall, solely to the extent of any Purchaser shall Interests funded by such Terminating Financial Institution, be allocated a ratable portion of Collections from the date Scheduled Commitment Termination Date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date”) such Financial Institution until such Terminating Committed PurchaserFinancing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Scheduled Commitment Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Scheduled Commitment Termination Date, divided by (ii) the Aggregate Capital outstanding on such Scheduled Commitment Termination Date (the “Termination Percentage”). Each Terminating Committed PurchaserFinancial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed PurchaserFinancial Institution’s Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Financial Institution and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s 's account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupTerminat ing Financial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s Capital, such Capital and such CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s 's account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit Company pursuant to Section 13.6 (the “"Termination Date”") until such Terminating Committed Purchaser’s Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “"Termination Percentage”"). Each Terminating Committed Purchaser’s Financial Institution's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Financial Institution's Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or and Deemed Collections received by the Servicer and all Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date: , (ia) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) Financial Institution and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (iib) Seller hereby requests, requests and the applicable Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s account specified for the ratable benefit of the Purchaser Groups in Section 1.4 such Co-Agent’s Group’s Percentage of accordance with their respective Percentages, the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to ratably between the members Purchaser Groups in accordance with their respective amounts of such GroupRecourse Obligations, and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s such Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s account for the ratable benefit of the Purchaser Groups in accordance with their respective Percentages, no later than 11:00 a.m. 12:00 noon (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of the Falcon Group’s Percentage of Collections from the date of any assignment by Conduit Falcon to the Financial Institutions pursuant to Section 13.6 a Funding Agreement (the “Termination Date”) until such Terminating Committed PurchaserFinancing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate aggregate Capital outstanding from the Falcon Group on such Termination Date (the “Termination Percentage”). Each Terminating Committed PurchaserFinancial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s all Purchasers’ Capital thereafter shall be reduced ratably with all Committed Purchasers in accordance with Section 2.32.4.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Financial Institution and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with each Group’s Percentage that portion of each and every Collection the balance of collections received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receiptreceipt and such amounts shall be remitted from the Servicer to Seller on such date. On each Weekly Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s 's account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior Settlement Date preceding week that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, and second), to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield and other Recourse Obligations such Capital shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s 's account no later than 11:00 a.m. 12:00 noon (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction Unpaids on such Weekly Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Weekly Settlement Date. On each Monthly Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent's account the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce unpaid CP Costs, Yield and other Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions, applied ratably to each Terminating Financial Institution according to its respective Termination Percentage. If such Capital, CP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Purchasers' account no later than 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Unpaids on such Monthly Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Monthly Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “"Termination Date”') until such Terminating Committed Purchaser’s Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “"Termination Percentage”"). Each Terminating Committed Purchaser’s Financial Institution's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Financial Institution's Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by such Servicer for the Servicer benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date: , (i) the such Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed PurchaserFinancial Institution and of each Company in a Terminating Financial Institution’s Group (which amount Purchaser Group, shall set aside Collections to be payable used to effect any Aggregate Reduction in accordance with Section 1.3 and shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) each Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions and, to the extent AMENDMENT NO. 7 TO FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION OF PERFORMANCE UNDERTAKING applicable, any Company in a Terminating Financial Institution’s Purchaser Group) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and, to the Termination Percentage extent applicable, of any Collections allocable to each Company in a Terminating Committed PurchaserFinancial Institution’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receiptreceipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall remit to the applicable Co-Agent’s or applicable Purchaser’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers Financial Institutions and, to the extent applicable, of each Company in such a Terminating Financial Institution’s Purchaser Group, applied ratably to such Terminating Financial Institution and each such Terminating Committed Purchaser Company according to its respective Termination Percentage. If any Group’s such Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the any Servicer (i) if applicable, shall be remitted to the Agent’s or applicable Purchaser’s account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the such Servicer to Seller the Sellers on such Settlement Date. Such Servicer shall use its reasonable best efforts to remit all deposit amounts to the Agent’s or applicable Purchaser’s account no later than 12:00 noon (Chicago time) on such Settlement Date. Any such amounts not received by Agent or the applicable Purchaser by 1:00 pm (Chicago time) shall be deemed to be received on the next succeeding Business Day. Each Terminating Committed Financial Institution and each Company in such Terminating Financial Institution’s Purchaser Group shall be allocated a ratable portion of Collections from its Termination Date until, with respect to a Terminating Financial Institution, such Terminating Financial Institution’s Capital, if any, shall be paid in full and, with respect to a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the date Capital of any assignment by Conduit such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 13.6 4.6(a)) of such Company or (ii) if there are no Related Financial Institutions with respect to such Company, the “Termination Date”) until Capital of such Terminating Committed Purchaser’s Capital Company shall be paid in full. This The applicable ratable portion shall be calculated calculated, with respect to any Terminating Financial Institution or applicable Company, on the Termination Date of each Terminating Committed Purchaser Financial Institution or applicable Company as a percentage equal to (i) the Capital of such Terminating Committed Purchaser Financial Institution or applicable Company outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed PurchaserFinancial Institution’s and AMENDMENT NO. 7 TO FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION OF PERFORMANCE UNDERTAKING applicable Company’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed PurchaserFinancial Institution’s and each applicable Company’s Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions and Companies in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by such Servicer for the Servicer benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date: , (i) the such Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed PurchaserFinancial Institution and of each Company in a Terminating Financial Institution’s Group (which amount Purchaser Group, shall set aside Collections to be payable used to effect any Aggregate Reduction in accordance with Section 1.3 and shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) each Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and, to the Termination Percentage extent applicable, of any Collections allocable to each Company in a Terminating Committed PurchaserFinancial Institution’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT equal to the amount of Capital immediately prior to such receiptreceipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall remit to the applicable Co-Agent’s or applicable Purchaser’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers Financial Institutions and, to the extent applicable, of each Company in such a Terminating Financial Institution’s Purchaser Group, applied ratably to such Terminating Financial Institution and each such Terminating Committed Purchaser Company according to its respective Termination Percentage. If any Group’s such Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the any Servicer (i) if applicable, shall be remitted to the Agent’s or applicable Purchaser’s account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the such Servicer to Seller the Sellers on such Settlement Date. Such Servicer shall use its reasonable best efforts to remit all deposit amounts to the Agent’s or applicable Purchaser’s account no later than 12:00 noon (Chicago time) on such Settlement Date. Any such amounts not received by Agent or the applicable Purchaser by 1:00 pm (Chicago time) shall be deemed to be received on the next succeeding Business Day. Each Terminating Committed Financial Institution and each Company in such Terminating Financial Institution’s Purchaser Group shall be allocated a ratable portion of Collections from its Termination Date until, with respect to a Terminating Financial Institution, such Terminating Financial Institution’s Capital, if any, shall be paid in full and, with respect to a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the date Capital of any assignment by Conduit such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 13.6 4.6(a)) of such Company or (ii) if there are no Related Financial Institutions with respect to such Company, the “Termination Date”) until Capital of such Terminating Committed Purchaser’s Capital Company shall be paid in full. This The applicable ratable portion shall be calculated calculated, with respect to any Terminating Financial Institution or applicable Company, on the Termination Date of each Terminating Committed Purchaser Financial Institution or applicable Company as a percentage equal to (i) the Capital of such Terminating Committed Purchaser Financial Institution or applicable Company outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed PurchaserFinancial Institution’s and applicable Company’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed PurchaserFinancial Institution’s and each applicable Company’s Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions and Companies in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer (after the initial purchase of a Purchaser Interest hereunder and on or prior to the Amortization Date of such Purchaser Interest) shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “up to the amount necessary to fund such Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date: (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed Purchasers) in each Group are Purchaser hereby deemed agrees to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with each Group’s Percentage that portion of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3)Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-AgentPurchaser’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 Period and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such Group, applied ratably to each such Terminating Committed Purchaser according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield and such other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections and/or Deemed Collections received by the Servicer shall (i) if applicable, shall be remitted to the AgentPurchaser’s account no later than 11:00 a.m. (Chicago Central time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date”) until such Terminating Committed Purchaser’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to (i) Capital of such Terminating Committed Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably with all Committed Purchasers in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment aReinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Financial Institution and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield such Capital and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s account no later than 11:00 11:30 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit Jupiter pursuant to Section 13.6 (the 13.6(the “Termination Date”) until such Terminating Committed PurchaserFinancing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed PurchaserFinancial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed PurchaserFinancial Institution’s Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at on any time Business Day prior to the Amortization Date, any Collections are received by the Servicer prior to the Amortization Date: (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) after payment of Collections allocable to each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital any Obligations that are then held by each Terminating Committed Purchaser) due and (y) the amount of Collectionsowing, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed Purchasers) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”"REINVESTMENT") with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3)Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s account specified in Section 1.4 such Co-Agent’s Blue Ridge Group’s 's Account and the Jupiter Group's Account each Group's respective Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in Obligations. Once such Group, applied ratably to each such Terminating Committed Purchaser according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s account Blue Ridge Group's Account and the Jupiter Group's Account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage the Groups' respective Percentages of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date”) until such Terminating Committed Purchaser’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to (i) Capital of such Terminating Committed Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably with all Committed Purchasers in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at on any time Business Day prior to the Amortization Date, any Collections are received by the Servicer prior to the Amortization Date: (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) after payment of Collections allocable to each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital any Obligations that are then held by each Terminating Committed Purchaser) due and (y) the amount of Collectionsowing, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed Purchasers) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3)Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s account specified in Section 1.4 such Co-Agent’s VFCC Group’s Account and the Victory Group’s Account each Group’s respective Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in Obligations. Once such Group, applied ratably to each such Terminating Committed Purchaser according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the AgentVFCC Group’s account Account and the Victory Group’s Account no later than 11:00 a.m. 12:00 noon (Chicago New York time) to the extent required to fund such Group’s Percentage the Groups’ respective Percentages of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date”) until such Terminating Committed Purchaser’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to (i) Capital of such Terminating Committed Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably with all Committed Purchasers in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Financial Institution and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s 's account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to (other than Servicing Fees so long as the conditions set forth in the proviso in Section 1.3 2.1(vii) are satisfied) and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s such Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s 's account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit Falcon pursuant to Section 13.6 (the “"Termination Date”") until such Terminating Committed Purchaser’s Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “"Termination Percentage”"). Each Terminating Committed Purchaser’s Financial Institution's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Financial Institution's Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the ------------------------------------ Amortization Date, any Collections and/or Deemed Collections received by the Master Servicer shall be set aside and held in trust by the Master Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections are received by the Master Servicer prior to the Amortization Date: , (i) the Master Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Financial Institution and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”"REINVESTMENT") with each Group’s Percentage that portion of the balance of each and every Collection received by the Master Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Master Servicer shall remit to the applicable Co-Agent’s 's account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s such Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Master Servicer (i) if applicable, shall be remitted to the Agent’s 's account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Master Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date”"TERMINATION DATE") until such Terminating Committed Purchaser’s Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”"TERMINATION PERCENTAGE"). Each Terminating Committed Purchaser’s Financial Institution's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Financial Institution's Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount Financial Institution, shall set aside Collections to be payable used to effect any Aggregate Reduction in accordance with Section 1.3 and shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receiptreceipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s or applicable Purchaser’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the all amounts previously set aside during the period since the prior Settlement Date that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield such Capital and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s or applicable Purchaser’s account no later than 11:00 a.m. 1:00 pm (Chicago Eastern time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant Liquidity Termination Date that such Terminating Financial Institution did not consent to Section 13.6 extend (as to such Terminating Financial Institution, the “Liquidity Provider Termination Date”) ), until such Terminating Committed PurchaserFinancial Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Liquidity Provider Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Liquidity Provider Termination Date, divided by (ii) the Aggregate Capital outstanding on such Liquidity Provider Termination Date (the “Termination Percentage”). Each Terminating Committed PurchaserFinancial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed PurchaserFinancial Institution’s Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.2.3 and Section 2.4. FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Financial Institution and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with each Group’s Percentage that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Aggregate Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Aggregate Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s 's account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination PercentagePercentage and third, to reduce Aggregate Capital in an amount, if any necessary, so that the aggregate of the Purchaser Interests does not exceed the Applicable Maximum Purchaser Interest, applied ratably in accordance with the Pro Rata Shares. If any Group’s Capital, CP Costs, Yield such Capital and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s 's account no later than 11:00 a.m. 12:00 noon. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to its becoming a Terminating Financial Institution in accordance with Section 13.6 12.3 (the “"Termination Date”") until such Terminating Committed Purchaser’s Financial Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “"Termination Percentage”"). Each Terminating Committed Purchaser’s Financial Institution's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Financial Institution's Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by the such Servicer for the benefit of the Agent and the Purchasers for the FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date: , (i) such Servicer shall deposit any amounts required to be deposited by its related Seller or Sellers to the Servicer LC Collateral Account pursuant to Section 1.10, shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed PurchaserFinancial Institution and of each Company in a Terminating Financial Institution’s Group (which amount Purchaser Group, shall set aside Collections to be payable used to effect any Aggregate Reduction in accordance with Section 1.3 and shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) each Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and, to the Termination Percentage extent applicable, of any Collections allocable to each Company in a Terminating Committed PurchaserFinancial Institution’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receiptreceipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction); provided, however, that if, after giving effect to any such Reinvestment, the Aggregate Capital plus the Adjusted LC Participation Amount would exceed the Purchase Limit then in effect, then the Servicers shall instead set aside and hold in trust for the Agent (for the benefit of the Purchasers), and shall, at the request of the Agent, segregate in a separate account approved by the Agent, a portion of such Collections and Deemed Collections that, together with the other Collections and Deemed Collections set aside pursuant to this paragraph, shall equal the amount necessary to cause the Aggregate Capital plus the Adjusted LC Participation Amount to not exceed such Purchase Limit (determined as if such Collections and Deemed Collections set aside had been applied to reduce the Aggregate Capital at such time), which amount shall be applied in accordance with Section 1.3 as an Aggregate Reduction in respect of Aggregate Capital on the following Settlement Date. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall remit to the applicable Co-Agent’s or applicable Purchaser’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for applied in respect of an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers Financial Institutions and, to the extent applicable, of each Company in such a Terminating Financial Institution’s Purchaser Group, applied ratably to such Terminating Financial Institution and each such Terminating Committed Purchaser Company according to its respective Termination Percentage. If any Group’s such Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the any Servicer (i) if applicable, shall be remitted to the Agent’s or applicable Purchaser’s account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date Date, (ii) shall be FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT deposited into the LC Collateral Account until all amounts required to be deposited to the LC Collateral Amount in accordance with Section 1.10 have been deposited therein, and (iiiii) any balance remaining thereafter shall be remitted from the such Servicer to Seller the Sellers on such Settlement Date. Such Servicer shall use its reasonable best efforts to remit all deposit amounts to the Agent’s or applicable Purchaser’s account no later than 12:00 noon (Chicago time) on such Settlement Date. Any such amounts not received by Agent or the applicable Purchaser by 1:00 pm (Chicago time) shall be deemed to be received on the next succeeding Business Day. Each Terminating Committed Financial Institution and each Company in such Terminating Financial Institution’s Purchaser Group shall be allocated a ratable portion of Collections from its Termination Date until, with respect to a Terminating Financial Institution, such Terminating Financial Institution’s Capital, if any, shall be paid in full and, with respect to a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the date Capital of any assignment by Conduit such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 13.6 4.6(a)) of such Company or (ii) if there are no Related Financial Institutions with respect to such Company, the “Termination Date”) until Capital of such Terminating Committed Purchaser’s Capital Company shall be paid in full. This The applicable ratable portion shall be calculated calculated, with respect to any Terminating Financial Institution or applicable Company, on the Termination Date of each Terminating Committed Purchaser Financial Institution or applicable Company as a percentage equal to (i) the Capital of such Terminating Committed Purchaser Financial Institution or applicable Company outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed PurchaserFinancial Institution’s and applicable Company’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed PurchaserFinancial Institution’s and each applicable Company’s Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions and Companies in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by such Servicer for the Servicer benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections and/or Deemed Collections fifth amended and restated receivables purchase agreement are received by the any Servicer prior to the Amortization Date: (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to , each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed Purchasers) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than the Termination Percentage of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3)Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receiptreceipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall remit to the applicable Co-Agent’s or applicable Purchaser’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such Group, applied ratably to each such Terminating Committed Purchaser according to its respective Termination Percentage. If any Group’s such Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the any Servicer (i) if applicable, shall be remitted to the Agent’s or applicable Purchaser’s account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the such Servicer to Seller the Sellers on such Settlement Date. Each Terminating Committed Such Servicer shall use its reasonable best efforts to remit all deposit amounts in the Agent’s or applicable Purchaser’s account no later than 12:00 noon (Chicago time) on such Settlement Date. Any such amounts not received by Agent or the applicable Purchaser by 1:00 pm (Chicago time) shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant deemed to Section 13.6 (the “Termination Date”) until such Terminating Committed Purchaser’s Capital shall be paid in full. This ratable portion shall be calculated received on the Termination Date of each Terminating Committed Purchaser as a percentage equal to (i) Capital of such Terminating Committed Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably with all Committed Purchasers in accordance with Section 2.3next succeeding Business Day.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by such Servicer for the Servicer benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) , for deposit into the Second Lien Receivables Purchase Agreement, LC Collateral Account or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date: , (i) such Servicer shall deposit any amounts required to be deposited by its related Seller or Sellers to the Servicer LC Collateral Account pursuant to Section 1.10, shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed PurchaserFinancial Institution and of each Company in a Terminating Financial Institution’s Group (which amount Purchaser Group, shall set aside Collections to be payable used to effect any Aggregate Reduction in accordance with Section 1.3 and shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) each Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and, to the Termination Percentage extent applicable, of any Collections allocable to each Company in a Terminating Committed PurchaserFinancial Institution’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior receipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction); provided, however, that if, after giving effect to any such Reinvestment, the occurrence Aggregate Capital plus the Adjusted LC Participation Amount would exceed the Purchase Limit then in effect, then the Servicers shall instead set aside and hold in trust for the Agent (for the benefit of the Amortization DatePurchasers), and shall, at the Servicer shall remit to the applicable Co-Agent’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage request of the amounts Agent, segregate in a separate account approved by the Agent, a portion of such Collections and Deemed Collections that, together with the other Collections and Deemed Collections set aside during the period since the prior Settlement Date that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 this paragraph, shall equal the amount necessary to cause the Aggregate Capital plus the Adjusted LC Participation Amount to not exceed such Purchase Limit (determined as if such Collections and apply Deemed Collections set aside had been applied to reduce the Aggregate Capital at such amounts (if not previously paid time), which amount shall be applied in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such Group, applied ratably to each such Terminating Committed Purchaser according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any 1.3 as an Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser shall be allocated a ratable portion in respect of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date”) until such Terminating Committed Purchaser’s Aggregate Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to (i) Capital of such Terminating Committed Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably with all Committed Purchasers in accordance with Section 2.3.following

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Financial Institution and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s 's account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield such Capital and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s 's account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit Falcon pursuant to Section 13.6 (the “"Termination Date”") until such Terminating Committed Purchaser’s Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “"Termination Percentage”"). Each Terminating Committed Purchaser’s Financial Institution's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Financial Institution's Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the ---------------------------------- Amortization Date, the Purchaser Interest Percentage of any Collections and/or Deemed Collections received by the Servicer (after the initial purchase of a Purchaser Interest hereunder and on or prior to the Amortization Date) shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment or an Aggregate Reduction as provided in this Section 2.2 and under 2.2. Upon each such receipt of the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement. If at any time any Purchaser Interest ----------- Percentage of Collections are received by the Servicer prior to the Amortization Date: Servicer, (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of 3 Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Financial Institution and (ii) the Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment of funds (each each, a “"Reinvestment”") with each Group’s Percentage a ------------ portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestmentapplication of funds, the amount of Aggregate Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Aggregate Capital immediately prior to such receipt. On each CP Yield Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents' respective accounts in accordance with the amount of Yield owed to each of the Conduits for the preceding Accrual Period, the amounts set aside during the preceding Accrual Period that have not been subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) to pay Yield accrued ----------- pursuant to Section 3.1 on the Purchaser Interests of each Conduit during such ----------- Accrual Period. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents' respective accounts in accordance with the applicable Co-Agent’s account specified in Section 1.4 such Co-Agent’s Group’s Conduit Percentage of its Purchase Group, the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for applied to the making of an Aggregate Reduction or applied to the payment of Yield pursuant to Section 1.3 3.1 on a CP ----------- Yield Settlement Date and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, and second, to ----------- ----- ------ reduce the Capital capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions (including any Conduit treated as a Terminating Financial Institution pursuant to Section 12.5), applied ratably to each such Terminating Committed Purchaser Financial Institution ------------ according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield such Terminating Financial Institution's Capital and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer shall (i) if applicable, shall be remitted to the Agent’s account Managing Agents' respective accounts in accordance with the applicable Pro Rata Shares of the related Purchasers no later than 11:00 a.m. 12:00 noon (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate ----------- Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents' respective accounts ratably in accordance with the Capital held by the Purchasers in each such Managing Agent's Purchase Group, out of the amounts set aside pursuant to this Section 2.2, an amount equal to such Aggregate Reduction ----------- to be applied in accordance with Section 1.3. Each Terminating Committed Purchaser Financial ----------- Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 its becoming a Terminating Financial Institution (the “"Termination Date”") until ---------------- such Terminating Committed Purchaser’s Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Termination Date, divided by (ii) the ------- -- Aggregate Capital outstanding on such Termination Date (the “"Termination ----------- Percentage”"). Each Terminating Committed Purchaser’s Financial Institution's Termination Percentage ---------- shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Financial Institution's Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.. -----------

Collections Prior to Amortization. Prior to the Amortization Facility --------------------------------- Termination Date, any Collections and/or Deemed Collections received by the Servicer (after the initial purchase of a Receivable Interest hereunder and on or prior to the Facility Termination Date of such Receivable Interest) shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.06. If at any time any Collections are received by the Servicer prior to the Amortization Facility Termination Date: (i) , the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed Purchasers) in each Purchaser Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with each Group’s Percentage that portion of each and every Collection received by the Servicer that is part of any Receivable Interest of that Purchaser Interest (other than the Termination Percentage of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3)Group, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Receivable Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt, but after giving effect to any reduction of Capital pursuant to Section 2.03 and reduction in Purchase Limit pursuant to Section 2.01 to be effected on such date. On each Settlement Date prior to the occurrence of the Amortization Facility Termination Date, the Servicer shall remit to the applicable Co-Agent’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage Agents' accounts their Purchaser Groups' respective Percentages of the amounts set aside during the period since the prior related Settlement Date that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 Period and apply such amounts (if not previously paid in accordance with Section 2.12.05) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such Group, applied ratably to each such Terminating Committed Purchaser according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield and other Recourse such Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer shall (i) if applicable, shall be remitted to the Agent’s account Co-Agents' accounts, ratably in accordance with their respective Purchaser Group's Percentages, no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to the Seller on such Settlement Date. Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date”) until such Terminating Committed Purchaser’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to (i) Capital of such Terminating Committed Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably with all Committed Purchasers in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by such Servicer for the Servicer benefit of the Secured Parties for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) , for deposit into the Second Lien Receivables Purchase Agreement, LC Collateral Account or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date: , (i) such Servicer shall deposit any amounts required to be deposited by its related Seller or Sellers to the Servicer LC Collateral Account pursuant to Section 1.10, shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed PurchaserFinancial Institution and of each Company in a Terminating Financial Institution’s Group (which amount Purchaser Group, shall set aside Collections to be payable used to effect any Aggregate Reduction in accordance with Section 1.3 and shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) subject to Sections 8.4 and 8.5(b), each Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and, to the Termination Percentage extent applicable, of any Collections allocable to each Company in a Terminating Committed PurchaserFinancial Institution’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receiptreceipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction); provided, however, that if, after giving effect to any such Reinvestment, the Aggregate Capital plus the Adjusted LC Participation Amount would exceed the Purchase Limit then in effect, then the Servicers shall instead set aside and hold in trust for the Agent (for the benefit of the Purchasers), and shall, at the request of the Agent, segregate in a separate account approved by the Agent, a portion of such Collections and Deemed Collections that, together with the other Collections and Deemed Collections set aside pursuant to this paragraph, shall equal the amount necessary to cause the Aggregate Capital plus the Adjusted LC Participation Amount to not exceed such Purchase Limit (determined as if such Collections and Deemed Collections set aside had been applied to reduce the Aggregate Capital at such time), which amount shall be applied in accordance with Section 1.3 as an Aggregate Reduction in respect of Aggregate Capital on the following Settlement Date. On Subject to Sections 8.4 and 8.5(b), on each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall remit to the applicable Co-Agent’s or applicable Purchaser’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for applied in respect of an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers Financial Institutions and, to the extent applicable, of each Company in such a Terminating Financial Institution’s Purchaser Group, applied ratably to such Terminating Financial Institution and each such Terminating Committed Purchaser Company according to its respective Termination Percentage. If any Group’s such Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the any Servicer (i) if applicable, shall be remitted to the Agent’s or applicable Purchaser’s account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date Date, (ii) shall be deposited into the LC Collateral Account until all amounts required to be deposited to the LC Collateral Account in accordance with Section 1.10 have been deposited therein, (iii) to pay any accrued and unpaid Servicing Fee, and (iiiv) any balance remaining thereafter shall be remitted from the such Servicer to Seller the Sellers on such Settlement Date. Each Terminating Committed Such Servicer shall use its reasonable best efforts to remit all deposit amounts to the Agent’s or applicable Purchaser’s account no later than 1:00 p.m. (New York time) on such Settlement Date. Any such amounts not received by Agent or the applicable Purchaser by 2:00 pm (New York time) shall be deemed to be received on the next succeeding Business Day. The Terminating Financial Institution and the Company in such Terminating Financial Institution’s Purchaser Group shall be collectively allocated a ratable portion of Collections from its Termination Date until, with respect to a Terminating Financial Institution, such Terminating Financial Institution’s Capital, if any, shall be paid in full and, with respect to a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the date Capital of any assignment by Conduit such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 13.6 4.6(a)) of such Company or (ii) if there are no Related Financial Institutions with respect to such Company, the “Termination Date”) until Capital of such Terminating Committed Purchaser’s Capital Company shall be paid in full. This The applicable ratable portion shall be calculated calculated, with respect to any Terminating Financial Institution or applicable Company, on the Termination Date of each Terminating Committed Purchaser Financial Institution or applicable Company as a percentage equal to (i) the Capital of such Terminating Committed Purchaser Financial Institution or applicable Company outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed PurchaserFinancial Institution’s and applicable Company’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed PurchaserFinancial Institution’s and each applicable Company’s Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions and Companies in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date: , (ia) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) Financial Institution and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (iib) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s Company's account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield such Capital and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s Company's account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date”) until such Terminating Committed Purchaser’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to (i) Capital of such Terminating Committed Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably with all Committed Purchasers in accordance with Section 2.3.such

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at on any time Business Day prior to the Amortization Date, any Collections are received by the Servicer prior to the Amortization Date: (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) after payment of Collections allocable to each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital any Obligations that are then held by each Terminating Committed Purchaser) due and (y) the amount of Collectionsowing, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed Purchasers) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3)Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-AgentFifth Third Account and the PNC Account each Purchaser’s account specified in Section 1.4 such Co-Agent’s Group’s respective Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in Obligations. Once such Group, applied ratably to each such Terminating Committed Purchaser according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s account Fifth Third Account and the PNC Account no later than 11:00 a.m. 12:00 noon (Chicago New York time) to the extent required to fund such Group’s Percentage the Purchasers’ respective Percentages of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date”) until such Terminating Committed Purchaser’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to (i) Capital of such Terminating Committed Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably with all Committed Purchasers in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Financial Institution and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with each Group’s Percentage a portion of the balance of each and every Collection received by the Servicer or Deemed Collection that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s 's account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s such Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s 's account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit Company pursuant to Section 13.6 (the “"Termination Date”") until such Terminating Committed Purchaser’s Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “"Termination Percentage”"). Each Terminating Committed Purchaser’s Financial Institution's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Financial Institution's Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Financial Institution and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s 's account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield such Capital and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s 's account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “"Termination Date”") until such Terminating Committed Purchaser’s Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “"Termination Percentage”"). Each Terminating Committed Purchaser’s Financial Institution's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Financial Institution's Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the ---------------------------------- Amortization Date, and other than in connection with an Aggregate Reduction, any Collections and/or Deemed Collections received by the Servicer (after the initial purchase of a Purchaser Interest hereunder and on or prior to the Amortization Date of such Purchaser Interest) shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) , subject to the Second Lien Receivables Purchase AgreementServicing procedures set forth in Article VIII, for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement. If at any time any and, ------------ upon each such receipt of Collections are received by the Servicer prior to Servicer, the Amortization Date: (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed Purchasers) in each Group are hereby deemed agree to make, simultaneously with such receipta reinvestment of funds (each, a reinvestment (each a “"Reinvestment”) with each Group’s Percentage of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3"), such that after giving effect to such Reinvestmentapplication of funds, ------------ the amount of Aggregate Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Aggregate Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents' respective accounts in accordance with the applicable Co-Agent’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage Pro Rata Shares of the related Purchasers, the amounts set aside during the period since the prior preceding Settlement Date that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 Period and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to ----------- reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such Group, applied ratably to each such Terminating Committed Purchaser according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield and other Recourse such Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer shall (i) if applicable, shall be remitted to the Agent’s account Managing Agents' respective accounts in accordance with the applicable Pro Rata Shares of the related Purchasers no later than 11:00 a.m. 12:00 noon (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date”) until such Terminating Committed Purchaser’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to (i) Capital of such Terminating Committed Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably with all Committed Purchasers in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by such Servicer for the Servicer benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date: , (i) the such Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed PurchaserFinancial Institution and of each Company in a Terminating Financial Institution’s Group (which amount Purchaser Group, shall set aside Collections to be payable used to effect any Aggregate Reduction in accordance with Section 1.3 and shall set aside amounts fourth amended and restated receivables purchase agreement necessary to pay Obligations due on the next succeeding Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) each Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and, to the Termination Percentage extent applicable, of any Collections allocable to each Company in a Terminating Committed PurchaserFinancial Institution’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receiptreceipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall remit to the applicable Co-Agent’s or applicable Purchaser’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers Financial Institutions and, to the extent applicable, of each Company in such a Terminating Financial Institution’s Purchaser Group, applied ratably to such Terminating Financial Institution and each such Terminating Committed Purchaser Company according to its respective Termination Percentage. If any Group’s such Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the any Servicer (i) if applicable, shall be remitted to the Agent’s or applicable Purchaser’s account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the such Servicer to Seller the Sellers on such Settlement Date. Such Servicer shall use its reasonable best efforts to remit all deposit amounts in the Agent’s or applicable Purchaser’s account no later than 12:00 noon (Chicago time) on such Settlement Date. Any such amounts not received by Agent or the applicable Purchaser by 1:00 pm (Chicago time) shall be deemed to be received on the next succeeding Business Day. Each Terminating Committed Financial Institution and each Company in such Terminating Financial Institution’s Purchaser Group shall be allocated a ratable portion of Collections from its Termination Date until, with respect to a Terminating Financial Institution, such Terminating Financial Institution’s Capital, if any, shall be paid in full and, with respect to a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the date Capital of any assignment by Conduit such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 13.6 4.6(b)) of such Company or (ii) if there are no Related Financial Institutions with respect to such Company, the “Termination Date”) until Capital of such Terminating Committed Purchaser’s Capital Company shall be paid in full. This The applicable ratable portion shall be calculated calculated, fourth amended and restated receivables purchase agreement with respect to any Terminating Financial Institution or applicable Company, on the Termination Date of each Terminating Committed Purchaser Financial Institution or applicable Company as a percentage equal to (i) the Capital of such Terminating Committed Purchaser Financial Institution or applicable Company outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed PurchaserFinancial Institution’s and applicable Company’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed PurchaserFinancial Institution’s and each applicable Company’s Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions and Companies in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at on any time Business Day prior to the Amortization Date, any Collections are received by the Servicer prior to the Amortization Date: (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) after payment of Collections allocable to each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital any Obligations that are then held by each Terminating Committed Purchaser) due and (y) the amount of Collectionsowing, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed Purchasers) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3)Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-AgentFifth ThirdWells Fargo Account and the PNC Account each Purchaser’s account specified in Section 1.4 such Co-Agent’s Group’s respective Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in Obligations. Once such Group, applied ratably to each such Terminating Committed Purchaser according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s account Fifth ThirdWells Fargo Account and the PNC Account no later than 11:00 a.m. 12:00 noon (Chicago New York time) to the extent required to fund such Group’s Percentage the Purchasers’ respective Percentages of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date”) until such Terminating Committed Purchaser’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to (i) Capital of such Terminating Committed Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably with all Committed Purchasers in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall will be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall will set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Financial Institution in the Falcon Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions in the Falcon Group) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest in which such Purchaser has an interest (other than any Purchaser Interests of Terminating Financial Institutions in the Termination Percentage of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Falcon Group), such that after giving effect to such Reinvestment, the amount of Capital of each such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall will be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall will remit to the applicable Co-Falcon Agent’s account specified in Section 1.4 such Co-Agentand Fifth Third’s Group’s Percentage of respective accounts the amounts set aside for each Group during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and Obligations owing to the members of such Group, Group and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers Financial Institutions in such the Falcon Group, applied ratably to each such Terminating Committed Purchaser Financial Institution in the Falcon Group according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield and other Recourse such Obligations shall will be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall will be remitted to the Falcon Agent’s account and Fifth Third’s respective accounts no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage their respective Percentages of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall will be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser shall Financial Institution in the Falcon Group will be allocated a ratable portion of the Falcon Group’s Percentage of Collections from the date of any assignment by Conduit Falcon pursuant to Section 13.6 (the “Termination Date”) until such Terminating Committed PurchaserFinancing Institution’s Capital shall will be paid in full. This ratable portion shall will be calculated on the Termination Date of each Terminating Committed Purchaser Financial Institution in the Falcon Group as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate aggregate Capital outstanding from the Falcon Group on such Termination Date (the “Termination Percentage”). Each Terminating Committed PurchaserFinancial Institution’s Termination Percentage shall will remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall will be disregarded, and each Terminating Committed PurchaserFinancial Institution’s Capital thereafter shall will be reduced ratably with all Committed Purchasers Financial Institutions in the Falcon Group in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment or an Aggregate Reduction as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (as hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Financial Institution and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment of funds (each a “Reinvestment”) with each Group’s Percentage a portion of the balance of each and every Collection received by the Servicer or Deemed Collection that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Aggregate Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Aggregate Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts in accordance with the applicable Co-Agent’s account specified in Section 1.4 such Co-Agent’s Group Pro Rata Share of its Purchase Group’s Percentage of , the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Groupsuch Terminating Financial Institution’s Capital, CP Costs, Yield Capital and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer shall (i) if applicable, shall be remitted to the Agent’s account Managing Agents’ respective accounts in accordance with the applicable Pro Rata Shares of the related Purchasers no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall thereafter, be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 on which it became a Terminating Financial Institution (the “Termination Date”) until such Terminating Committed PurchaserFinancing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed PurchaserFinancial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed PurchaserFinancial Institution’s Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment or an Aggregate Reduction as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (as hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Financial Institution and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment of funds (each a “Reinvestment”) with each Group’s Percentage a portion of the balance of each and every Collection received by the Servicer or Deemed Collection that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Aggregate Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Aggregate Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts in accordance with the applicable Co-Agent’s account specified in Section 1.4 such Co-Agent’s Group Pro Rata Share of its Purchase Group’s Percentage of , the amounts set aside during the period since the prior Settlement Date preceding Accrual Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Groupsuch Terminating Financial Institution’s Capital, CP Costs, Yield Capital and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer shall (i) if applicable, shall be remitted to the Agent’s account Managing Agents’ respective accounts in accordance with the applicable Pro Rata Shares of the related Purchasers no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall thereafter, be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 on which it became a Terminating Financial Institution (the “Termination Date”) until such Terminating Committed PurchaserFinancing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed PurchaserFinancial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed PurchaserFinancial Institution’s Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) Financial Institution and (y) the amount of Collectionsits related Conduit(s), if any, required (y) Collections to be set aside pursuant used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the terms of the Second Lien Receivables Purchase Agreement next succeeding Settlement Date and (ii) Seller the Sellers hereby requestsrequest and, and subject to Section 6.2, the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions and their related Conduits, if any) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group Financial Institutions and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3their related Conduits, if any), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receiptreceipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s or the applicable Purchaser’s account specified (or, in Section 1.4 such Co-Agent’s Group’s Percentage the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts be applied in the following order of priority (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions and their respective related Conduits (if any), applied ratably to each such Terminating Committed Purchaser Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If any Group’s Capital, CP Coststhird, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds to the Agent’s account no later than 11:00 a.m. (Chicago time) LC Collateral Account, in each case, to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and (ii) any balance remaining thereafter shall be remitted from fourth, the Servicer balance, if any, to Seller Sellers on such Settlement Date, as allocated by the Servicer pursuant to Section 2.9. Each Prior to the occurrence of the Amortization Date, each Terminating Committed Purchaser Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the date of any assignment by Conduit pursuant to Section 13.6 (the “applicable Financial Institution Termination Date”) , until such Terminating Committed PurchaserFinancial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of each such Terminating Committed Purchaser Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the “LC Adjusted Exposure on such Financial Institution Termination Percentage”)Date. Each Terminating Committed PurchaserFinancial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed PurchaserFinancial Institution’s Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the bythe Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Financial Institution and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with each Group’s Percentage that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage 's accountof, or designated by, each Funding Agent the relevant portion of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce the relevant unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such Financial Institutionsin the relevant Conduit Group, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield such Capital and other Recourse Obligations shall be reduced to zerozerowith respect to the Purchasers in a Conduit Group, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s Agent'san account designated by the relevant Funding Agent no later than 11:00 a.m. (Chicago time) to the extent required to fund such Conduit Group’s Percentage 's Reduction Pro Rata Share of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the fromthe Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant Liquidity Termination Date that such Terminating Financial Institution did not consent to Section 13.6 extend (as to such Terminating Financial Institution, the “"Termination Date”") until such Terminating Committed Purchaser’s Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “"Termination Percentage”"). Each Terminating Committed Purchaser’s Financial Institution's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Financial Institution's Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) Financial Institution and (y) the amount of Collectionsits related Conduit(s), if any, required (y) Collections to be set aside pursuant used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the terms of the Second Lien Receivables Purchase Agreement next succeeding Settlement Date and (ii) Seller hereby requestsrequests and, and subject to Section 6.2, the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions and their related Conduits, if any) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group Financial Institutions and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3their related Conduits, if any), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receiptreceipt (but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s or the applicable Purchaser’s account specified (or, in Section 1.4 such Co-Agent’s Group’s Percentage the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts be applied in the following order of priority (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions and their respective related Conduits (if any), applied ratably to each such Terminating Committed Purchaser Financial Institution (and its related Conduit(s), if any) according to its respective Termination Percentage. If any Group’s Capital, CP Coststhird, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds to the Agent’s account no later than 11:00 a.m. (Chicago time) LC Collateral Account, in each case, to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date in accordance with Section 1.3 or 2.6, as applicable, and (ii) any balance remaining thereafter shall be remitted from fourth, the Servicer balance, if any, to Seller on such Settlement Date. Each Prior to the occurrence of the Amortization Date, each Terminating Committed Purchaser Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the date of any assignment by Conduit pursuant to Section 13.6 (the “applicable Financial Institution Termination Date”) , until such Terminating Committed PurchaserFinancial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of each such Terminating Committed Purchaser Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Capital outstanding on such Financial Institution Termination Date and (y) the “LC Adjusted Exposure on such Financial Institution Termination Percentage”)Date. Each Terminating Committed PurchaserFinancial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed PurchaserFinancial Institution’s Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group Financial Institution, (which amount shall y) Collections to be payable used to effect any Aggregate Reduction in accordance with Section 1.3 and (z) amounts necessary to pay Obligations due on the next succeeding Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) Seller hereby requestsrequests and, and subject to Section 6.2, the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receiptreceipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s account specified in Section 1.4 such Co-Agentor applicable Purchaser’s Group’s Percentage of account, no later than 11:00 a.m. (Chicago time), the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts be applied as follows (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s Capital, CP Coststhird, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s account no later Aggregate Capital of all Financial Institutions (other than 11:00 a.m. (Chicago time) any Terminating Financial Institutions), pro rata to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from fourth, the Servicer balance, if any, to Seller on such Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant Liquidity Termination Date that such Terminating Financial Institution did not consent to Section 13.6 extend (as to such Terminating Financial Institution, the “Liquidity Provider Termination Date”) ), until such Terminating Committed PurchaserFinancial Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Liquidity Provider Termination Date of each such Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Liquidity Provider Termination Date, divided by (ii) the Aggregate Capital outstanding on such Liquidity Provider Termination Date (the “Termination Percentage”). Each Terminating Committed PurchaserFinancial Institution’s Termination SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed PurchaserFinancial Institution’s Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase AgreementSECTION 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Purchaser and (ii) the Seller hereby requests, requests and the Purchasers (other than any Terminating Committed Purchasers) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”"REINVESTMENT") with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Purchasers), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, (a) prior to the Control Date, the Servicer shall remit to each Managing Agent's account such Managing Agent's portion (taking into account the applicable Co-Obligations owing to the Purchasers within such Managing Agent’s account specified in Section 1.4 's Related Group and any payments to be made to any Terminating Committed Purchaser within such Co-Managing Agent’s Group’s Percentage 's Related Group pursuant to clause (c) of this sentence) of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment Reinvestment, (b) on and after the Control Date, the Servicer shall remit to the Collateral Agent's account the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment, and (c) each Managing Agent, or used for an Aggregate Reduction pursuant to Section 1.3 and the Collateral Agent, as applicable,) shall apply such amounts (if not previously paid in accordance with Section SECTION 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): firstFIRST, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and Obligations owing to the members of Purchasers in such Group, Related Group and secondSECOND, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such Related Group, applied ratably to each such Terminating Committed Purchaser according to its respective Termination Percentage, provided, that no such Capital reduction shall be made until all of the Obligations owing to the Purchasers in each Related Group have been paid. If any Group’s Capital, CP Costs, Yield such Capital and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s account no later than 11:00 a.m. Managing Agents (Chicago time) to or, following the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date”) until such Terminating Committed Purchaser’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to (i) Capital of such Terminating Committed Purchaser outstanding on its Termination Control Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably with all Committed Purchasers in accordance with Section 2.3.the

Collections Prior to Amortization. Prior to the Amortization Date, but subject to the Intercreditor Agreement, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate SLOT Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second First Lien Receivables Purchase Agreement, for a Reinvestment as provided in this Section 2.2 and under the Second First Lien Receivables Purchase Agreement or to reduce the Aggregate SLOT Capital outstanding in accordance with Section 1.3 hereunder and under the Second First Lien Receivables Purchase Agreement. If at any time any Collections are received by the Servicer prior to the Amortization Date: (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second First Lien Receivables Purchase Agreement and (ii) Seller hereby requests, and the Purchasers (other than any Terminating Committed Purchasers) in each Group are SLOT Purchaser is hereby deemed to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”") with each Group’s Percentage its share of each and every remaining Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage of any Collections allocable to each Terminating Committed Purchaser’s Group and remaining Collections set aside to reduce the Aggregate SLOT Capital outstanding in accordance with Section 1.3), such that after giving effect to such Reinvestment, the amount of Aggregate SLOT Capital of such Purchaser Interest outstanding immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Aggregate SLOT Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage of apply the amounts set aside during the period since the prior Settlement Date that have not been subject to a Reinvestment or used for an Aggregate SLOT Reduction pursuant to Section 1.3 and apply such amounts (if not previously or pursuant to the First Lien Receivables Purchase Agreement, as set forth in Section 4.1(a) of the Intercreditor Agreement. Amounts paid to the SLOT Agent in accordance with Section 2.14.1(a) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to Agreement shall be allocated by the members of such Group, and second, SLOT Agent to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers Aggregate SLOT Unpaids as provided in such Group, applied ratably to each such Terminating Committed Purchaser according to its respective Termination Percentagethe Intercreditor Agreement. If any Group’s Aggregate SLOT Capital, CP Costs, Yield and other Recourse Obligations under this Agreement shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date”) until such Terminating Committed Purchaser’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to (i) Capital of such Terminating Committed Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably with all Committed Purchasers in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of CollectionsFinancial Institution, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date (Capital) prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, if any, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield such Capital and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s account no later than 11:00 a.m. 12:00 noon (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date (Capital) and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement DateDate (Capital). Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit Company pursuant to Section 13.6 12.3 (the “Termination Date”) until such Terminating Committed PurchaserFinancing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed PurchaserFinancial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed PurchaserFinancial Institution’s Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement PurchaserFinancial Institution and (ii) Seller hereby requests, requests and the applicable Purchaser or Purchasers (other than any Terminating Committed PurchasersPurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-each Purchaser’sManaging Agent’s respective account specified in Section 1.4 such Co-Agent’s its Purchaser Group’s Percentage Pro Rata Share of the amounts set aside during the period since the immediately prior Settlement Date that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupPurchasersFinancial Institutions, applied ratably to each such Terminating Committed Purchaser PurchaserFinancial Institution according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield such Capital and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the each Purchaser’sManaging Agent’s respective account no later than 11:00 a.m. noon (Chicago Chicago1:00 p.m. (New York time) to the extent required to fund such Group’s Percentage of any Aggregate Same-Day Reduction on onor Aggregate Standard Reduction notified by Seller for such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser PurchaserFinancial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 its becoming a Terminating PurchaserFinancial Institution (the “Termination Date”) until such Terminating Committed PurchaserFinancing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage percentageFinancial Institution as a Percentage equal to (i) Capital of such Terminating Committed Purchaser PurchaserFinancial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed PurchaserPurchaser’sFinancial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed PurchaserPurchaser’sFinancial Institution’s Capital thereafter shall be reduced ratably with all Committed Purchasers PurchasersFinancial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust (although not necessarily segregated) by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Financial Institution and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with each Group’s Percentage that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s 's account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield such Capital and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s 's account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to 3 Seller on such Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant Liquidity Termination Date that such Terminating Financial Institution did not consent to Section 13.6 extend (as to such Terminating Financial Institution, the “"Termination Date”") until such Terminating Committed Purchaser’s Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “"Termination Percentage”"). Each Terminating Committed Purchaser’s Financial Institution's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Financial Institution's Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount Financial Institution, shall set aside Collections to be payable used to effect any Aggregate Reduction in accordance with Section 1.3 and shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with each Group’s Percentage that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receiptreceipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent's or applicable Co-Agent’s Purchaser's account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield such Capital and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s 's or applicable Purchaser's account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant Liquidity Termination Date that such Terminating Financial Institution did not consent to Section 13.6 extend (as to such Terminating Financial Institution, the “"Liquidity Provider Termination Date”) "), until such Terminating Committed Purchaser’s Financial Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Liquidity Provider Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Liquidity Provider Termination Date, divided by (ii) the Aggregate Capital outstanding on such Liquidity Provider Termination Date (the “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably with all Committed Purchasers in accordance with Section 2.3.AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Financial Institution and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-theeach Managing Agent’s respective account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield such Capital and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the theeach Managing Agent’s respective account no later than 11:00 a.m. noon (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 its becoming a Terminating Financial Institution (the “Termination Date”) until such Terminating Committed PurchaserFinancing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed PurchaserFinancial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed PurchaserFinancial Institution’s Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Financial Institution and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s 's account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield such Capital and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s 's account no later than 11:00 a.m. noon (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date”) until such Terminating Committed Purchaser’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to (i) Capital of such Terminating Committed Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably with all Committed Purchasers in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust (although not necessarily segregated) by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Financial Institution and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with each Group’s Percentage that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s 's account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield such Capital and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s 's account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant Liquidity Termination Date that such Terminating Financial Institution did not consent to Section 13.6 extend (as to such Terminating Financial Institution, the “"Termination Date”") until such Terminating Committed Purchaser’s Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “"Termination Percentage”"). Each Terminating Committed Purchaser’s Financial Institution's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Financial Institution's Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Financial Institution and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-each Managing Agent’s respective account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the immediately prior Settlement Date that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield such Capital and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the each Managing Agent’s respective account no later than 11:00 a.m. noon (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 its becoming a Terminating Financial Institution (the “Termination Date”) until such Terminating Committed PurchaserFinancing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed PurchaserFinancial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed PurchaserFinancial Institution’s Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by the such Servicer for the benefit of the Agent and the Purchasers for the FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date: , (i) such Servicer shall deposit any amounts required to be deposited by its related Seller or Sellers to the Servicer LC Collateral Account pursuant to Section 1.10, shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed PurchaserFinancial Institution and of each Company in a Terminating Financial Institution’s Group (which amount Purchaser Group, shall set aside Collections to be payable used to effect any Aggregate Reduction in accordance with Section 1.3 and shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) each Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and, to the Termination Percentage extent applicable, of any Collections allocable to each Company in a Terminating Committed PurchaserFinancial Institution’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receiptreceipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction)); provided, however, that if, after giving effect to any such Reinvestment, the Aggregate Capital plus the Adjusted LC Participation Amount would exceed the Purchase Limit then in effect, then the Servicers shall instead set aside and hold in trust for the Agent (for the benefit of the Purchasers), and shall, at the request of the Agent, segregate in a separate account approved by the Agent, a portion of such Collections and Deemed Collections that, together with the other Collections and Deemed Collections set aside pursuant to this paragraph, shall equal the amount necessary to cause the Aggregate Capital plus the Adjusted LC Participation Amount to not exceed such Purchase Limit (determined as if such Collections and Deemed Collections set aside had been applied to reduce the Aggregate Capital at such time), which amount shall be applied in accordance with Section 1.3 as an Aggregate Reduction in respect of Aggregate Capital on the following Settlement Date. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall remit to the applicable Co-Agent’s or applicable Purchaser’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for applied in respect of an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers Financial Institutions and, to the extent applicable, of each Company in such a Terminating Financial Institution’s Purchaser Group, applied ratably to such Terminating Financial Institution and each such Terminating Committed Purchaser Company according to its respective Termination Percentage. If any Group’s such Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the any Servicer (i) if applicable, shall be remitted to the Agent’s or applicable Purchaser’s account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and, (ii) shall be FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT deposited into the LC Collateral Account until all amounts required to be deposited to the LC Collateral Amount in accordance with Section 1.10 have been deposited therein, and (iiiii) any balance remaining thereafter shall be remitted from the such Servicer to Seller the Sellers on such Settlement Date. Such Servicer shall use its reasonable best efforts to remit all deposit amounts to the Agent’s or applicable Purchaser’s account no later than 12:00 noon (Chicago time) on such Settlement Date. Any such amounts not received by Agent or the applicable Purchaser by 1:00 pm (Chicago time) shall be deemed to be received on the next succeeding Business Day. Each Terminating Committed Financial Institution and each Company in such Terminating Financial Institution’s Purchaser Group shall be allocated a ratable portion of Collections from its Termination Date until, with respect to a Terminating Financial Institution, such Terminating Financial Institution’s Capital, if any, shall be paid in full and, with respect to a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the date Capital of any assignment by Conduit such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 13.6 4.6(a)) of such Company or (ii) if there are no Related Financial Institutions with respect to such Company, the “Termination Date”) until Capital of such Terminating Committed Purchaser’s Capital Company shall be paid in full. This The applicable ratable portion shall be calculated calculated, with respect to any Terminating Financial Institution or applicable Company, on the Termination Date of each Terminating Committed Purchaser Financial Institution or applicable Company as a percentage equal to (i) the Capital of such Terminating Committed Purchaser Financial Institution or applicable Company outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed PurchaserFinancial Institution’s and applicable Company’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed PurchaserFinancial Institution’s and each applicable Company’s Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions and Companies in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at on any time Business Day prior to the Amortization Date, any Collections are received by the Servicer prior to the Amortization Date: (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) after payment of Collections allocable to each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital any Obligations that are then held by each Terminating Committed Purchaser) due and (y) the amount of Collectionsowing, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed Purchasers) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3)Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-AgentFifth Third Account and the Wachovia Account each Purchaser’s account specified in Section 1.4 such Co-Agent’s Group’s respective Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in Obligations. Once such Group, applied ratably to each such Terminating Committed Purchaser according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s account Fifth Third Account and the Wachovia Account no later than 11:00 a.m. 12:00 noon (Chicago New York time) to the extent required to fund such Group’s Percentage the Purchasers’ respective Percentages of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date”) until such Terminating Committed Purchaser’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to (i) Capital of such Terminating Committed Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably with all Committed Purchasers in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at on any time Business Day prior to the Amortization Date, any Collections are received by the Servicer prior to the Amortization Date: (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) after payment of Collections allocable to each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital any Obligations that are then held by each Terminating Committed Purchaser) due and (y) the amount of Collectionsowing, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed Purchasers) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3)Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-AgentSantander Account and the PNC Account each Purchaser’s account specified in Section 1.4 such Co-Agent’s Group’s respective Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in Obligations. Once such Group, applied ratably to each such Terminating Committed Purchaser according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s account Santander Account and the PNC Account no later than 11:00 a.m. 12:00 noon (Chicago New York time) to the extent required to fund such Group’s Percentage the Purchasers’ respective Percentages of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date”) until such Terminating Committed Purchaser’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to (i) Capital of such Terminating Committed Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably with all Committed Purchasers in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount Financial Institution, shall set aside Collections to be payable used to effect any Aggregate Reduction in accordance with Section 1.3 and shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receiptreceipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s or applicable Purchaser’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the all amounts previously set aside during the period since the prior Settlement Date that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, FOURTH AMENDED AND RESTATED applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield such Capital and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s or applicable Purchaser’s account no later than 11:00 a.m. 1:00 pm (Chicago Eastern time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant Liquidity Termination Date that such Terminating Financial Institution did not consent to Section 13.6 extend (as to such Terminating Financial Institution, the “Liquidity Provider Termination Date”) ), until such Terminating Committed PurchaserFinancial Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Liquidity Provider Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Liquidity Provider Termination Date, divided by (ii) the Aggregate Capital outstanding on such Liquidity Provider Termination Date (the “Termination Percentage”). Each Terminating Committed PurchaserFinancial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed PurchaserFinancial Institution’s Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.32.3 and Section 2.4.

Collections Prior to Amortization. Prior to the ---------------------------------- Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections and/or Deemed Collections are ----------- received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Terminat-ing Financial Institution and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with each Group’s Percentage that portion of the balance of each ------------ and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s 's account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the ----------- ----- ------ Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, ---- applied ratably to each such Terminating Committed Purchaser Financial Institution according to its ---- respective Termination Percentage. If any Group’s Capital, CP Costs, Yield such Capital and other Recourse Obligations shall be ---- reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if -- applicable, shall be remitted to the Agent’s 's account no later than 11:00 a.m. -- (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such - Settlement Date and (ii) any balance remaining thereafter shall be remitted from - the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “"Termination Date”") ---------------- until such Terminating Committed Purchaser’s Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Termination Date, divided ------- by (ii) the Aggregate Capital outstanding on such Termination Date (the “- "Termination Percentage”"). Each Terminating Committed Purchaser’s Financial Institution's Termination - Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Financial Institution's Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.. ------------

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by such Servicer for the Servicer benefit of the Secured Parties for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) , for deposit into the Second Lien Receivables Purchase Agreement, LC Collateral Account or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date: , (i) such Servicer shall deposit any amounts required to be deposited by its related Seller or Sellers to the Servicer LC Collateral Account pursuant to Section 1.10, shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed PurchaserFinancial Institution and of each Company in a Terminating Financial Institution’s Group (which amount Purchaser Group, shall set aside Collections to be payable used to effect any Aggregate Reduction in accordance with Section 1.3 and shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) subject to Sections 8.4 and 8.5(b), each Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and, to the Termination Percentage extent applicable, of any Collections allocable to each Company in a Terminating Committed PurchaserFinancial Institution’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receiptreceipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction); provided, however, that if, after giving effect to any such Reinvestment, the Aggregate Capital plus the Adjusted LC Participation Amount would exceed the Purchase Limit then in effect, then the Servicers shall instead set aside and hold in trust for the Agent (for the benefit of the Purchasers), and shall, at the request of the Agent, segregate in a separate account approved by the Agent, a portion of such Collections and Deemed Collections that, together with the other Collections and Deemed Collections set aside pursuant to this paragraph, shall equal the amount necessary to cause the Aggregate Capital plus the Adjusted LC Participation Amount to not exceed such Purchase Limit (determined as if such Collections and Deemed Collections set aside had been applied to reduce the Aggregate Capital at such time), which amount shall be applied in accordance with Section 1.3 as an Aggregate Reduction in respect of Aggregate Capital on the following Settlement Date. On Subject to Sections 8.4 and 8.5(b), on each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall remit to the applicable Co-Agent’s or applicable Purchaser’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for applied in respect of an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers Financial Institutions and, to the extent applicable, of each Company in such a Terminating Financial Institution’s Purchaser Group, applied ratably to such Terminating Financial Institution and each such Terminating Committed Purchaser Company according to its respective Termination Percentage. If any Group’s such Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the any Servicer (i) if applicable, shall be remitted to the Agent’s or applicable Purchaser’s account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date Date, (ii) shall be deposited into the LC Collateral Account until all amounts required to be deposited to the LC Collateral Account in accordance with Section 1.10 have been deposited therein, (iii) to pay any accrued and unpaid Servicing Fee, and (iiiv) any balance remaining thereafter shall be remitted from retained by such Servicer for application in accordance with the Servicer to Seller Receivables Sale Agreements on such Settlement Date. Each Terminating Committed Such Servicer shall use its reasonable best efforts to remit all such amounts to the Agent’s or applicable Purchaser’s account no later than 1:00 p.m. (New York time) on such Settlement Date. Any such amounts not received by Agent or the applicable Purchaser by 2:00 pm (New York time) shall be deemed to be received on the next succeeding Business Day. The Terminating Financial Institution and the Company in such Terminating Financial Institution’s Purchaser Group shall be collectively allocated a ratable portion of Collections from its Termination Date until, with respect to a Terminating Financial Institution, such Terminating Financial Institution’s Capital, if any, shall be paid in full and, with respect to a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the date Capital of any assignment by Conduit such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 13.6 4.6(a)) of such Company or (ii) if there are no Related Financial Institutions with respect to such Company, the “Termination Date”) until Capital of such Terminating Committed Purchaser’s Capital Company shall be paid in full. This The applicable ratable portion shall be calculated calculated, with respect to any Terminating Financial Institution or applicable Company, on the Termination Date of each Terminating Committed Purchaser Financial Institution or applicable Company as a percentage equal to (i) the Capital of such Terminating Committed Purchaser Financial Institution or applicable Company outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed PurchaserFinancial Institution’s and applicable Company’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed PurchaserFinancial Institution’s and each applicable Company’s Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions and Companies in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer (after the initial purchase of a Receivable Interest hereunder) shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement1.5.2. If at any time any Collections are received by the Servicer prior to the Amortization Date: (i) , the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed Purchasers) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”"REINVESTMENT") with each Group’s Percentage that portion of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3)Receivable Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Receivable Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s 's account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since preceding Settlement Period that were not the prior Settlement Date that have not been subject to of a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.11.5.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield Discount and other Recourse Obligations, if any, that are then due and owing to the members of such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such Group, applied ratably to each such Terminating Committed Purchaser according to its respective Termination Percentage. If any Group’s Capital, such CP Costs, Yield Discount and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer shall (i) if applicable, shall be remitted to the Agent’s 's account no later than 11:00 a.m. 12:00 noon (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to the Seller on such Settlement Date. Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date”) until such Terminating Committed Purchaser’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to (i) Capital of such Terminating Committed Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably with all Committed Purchasers in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Financial Institution and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s 's account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s such Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s 's account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit Company pursuant to Section 13.6 (the “"Termination Date”") until such Terminating Committed Purchaser’s Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “"Termination Percentage”"). Each Terminating Committed Purchaser’s Financial Institution's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Financial Institution's Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Financial Institution and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s such Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date”) until such Terminating Committed PurchaserFinancing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed PurchaserFinancial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed PurchaserFinancial Institution’s Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by the such Servicer for the benefit of the Agent and the Purchasers for the FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date: , (i) such Servicer shall deposit any amounts required to be deposited by its related Seller or Sellers to the Servicer LC Collateral Account pursuant to Section 2.10, shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed PurchaserFinancial Institution and of each Company in a Terminating Financial Institution’s Group (which amount Purchaser Group, shall set aside Collections to be payable used to effect any Aggregate Reduction in accordance with Section 1.3 and shall set aside amounts necessary to pay Obligations due on the next succeeding Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) each Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions and, to the Termination Percentage extent applicable, of any Collections allocable to each Company in a Terminating Committed PurchaserFinancial Institution’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receiptreceipt (but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction); provided, however, that if, after giving effect to any such Reinvestment, the Aggregate Capital plus the Adjusted LC Participation Amount would exceed the Purchase Limit then in effect, then the Servicers shall instead set aside and hold in trust for the Agent (for the benefit of the Purchasers), and shall, at the request of the Agent, segregate in a separate account approved by the Agent, a portion of such Collections and Deemed Collections that, together with the other Collections and Deemed Collections set aside pursuant to this paragraph, shall equal the amount necessary to cause the Aggregate Capital plus the Adjusted LC Participation Amount to not exceed such Purchase Limit (determined as if such Collections and Deemed Collections set aside had been applied to reduce the Aggregate Capital at such time), which amount shall be applied in accordance with Section 2.3 as an Aggregate Reduction in respect of Aggregate Capital on the following Settlement Date. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall remit to the applicable Co-Agent’s or applicable Purchaser’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for applied in respect of an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers Financial Institutions and, to the extent applicable, of each Company in such a Terminating Financial Institution’s Purchaser Group, applied ratably to such Terminating Financial Institution and each such Terminating Committed Purchaser Company according to its respective Termination Percentage. If any Group’s such Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the any Servicer (i) if applicable, shall be remitted to the Agent’s or applicable Purchaser’s account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date Date, (ii) shall be FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT deposited into the LC Collateral Account until all amounts required to be deposited to the LC Collateral Amount in accordance with Section 2.10 have been deposited therein, and (iiiii) any balance remaining thereafter shall be remitted from the such Servicer to Seller the Sellers on such Settlement Date. Such Servicer shall use its reasonable best efforts to remit all deposit amounts to the Agent’s or applicable Purchaser’s account no later than 12:00 noon (Chicago time) on such Settlement Date. Any such amounts not received by Agent or the applicable Purchaser by 1:00 pm (Chicago time) shall be deemed to be received on the next succeeding Business Day. Each Terminating Committed Financial Institution and each Company in such Terminating Financial Institution’s Purchaser Group shall be allocated a ratable portion of Collections from its Termination Date until, with respect to a Terminating Financial Institution, such Terminating Financial Institution’s Capital, if any, shall be paid in full and, with respect to a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the date Capital of any assignment by Conduit such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 13.6 4.6(a)) of such Company or (ii) if there are no Related Financial Institutions with respect to such Company, the “Termination Date”) until Capital of such Terminating Committed Purchaser’s Capital Company shall be paid in full. This The applicable ratable portion shall be calculated calculated, with respect to any Terminating Financial Institution or applicable Company, on the Termination Date of each Terminating Committed Purchaser Financial Institution or applicable Company as a percentage equal to (i) the Capital of such Terminating Committed Purchaser Financial Institution or applicable Company outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed PurchaserFinancial Institution’s and applicable Company’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed PurchaserFinancial Institution’s and each applicable Company’s Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions and Companies in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization --------------------------------- Date, on each day, any Collections and/or Deemed Collections received by the Servicer Seller (net of Estimated Daily Sales Taxes Receivable) shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections are received by the Servicer Seller prior to the Amortization Date: (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed Purchasers) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each each, a “"Reinvestment”") with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer Seller that is part of any Purchaser Interest (other than the Termination Percentage of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3)Receivable Interest, such that after giving effect to such Reinvestment, the amount of Capital Invested Amount of such Purchaser Receivable Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital Invested Amount immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s account specified in Section 1.4 such Co-Agent’s Blue Ridge Group’s 's Account and the Blue Keel Group's Account each Group's respective Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of . Once such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such Group, applied ratably to each such Terminating Committed Purchaser according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s account Blue Ridge Group's Account and the Blue Keel Group's Account no later than 11:00 a.m. (Chicago New York time) to the extent required to fund such Group’s Percentage the Groups' respective Percentages of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date”) until such Terminating Committed Purchaser’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to (i) Capital of such Terminating Committed Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably with all Committed Purchasers in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Financial Institution and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Table of Contents Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s such Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit Company pursuant to Section 13.6 (the “Termination Date”) until such Terminating Committed PurchaserFinancing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Termination Date, divided by dividedby (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed PurchaserFinancial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed PurchaserFinancial Institution’s Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Financial Institution and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s 's account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield such Capital and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s 's account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit Jupiter pursuant to Section 13.6 (the “"Termination Date”") until such Terminating Committed Purchaser’s Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed Purchaser Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “"Termination Percentage”"). Each Terminating Committed Purchaser’s Financial Institution's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Financial Institution's Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Facility Termination Date, any Collections and/or Deemed Collections received by the Servicer (after the initial purchase of a Receivable Interest hereunder and on or prior to the Facility Termination Date of such Receivable Interest) shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement. If at any time any Collections are received by the Servicer prior to the Amortization Facility Termination Date: (i) , the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed Purchasers) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with each Group’s Percentage that portion of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3)Receivable Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Receivable Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt, but after giving effect to any reduction of Capital pursuant to Section 2.03 and reduction in Purchase Limit pursuant to section 2.01 to be effected on such date. On each Settlement Date prior to the occurrence of the Amortization Facility Termination Date, the Servicer shall remit to the applicable Co-Agent’s 's account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior related Settlement Date that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 Period and apply such amounts (if not previously paid in accordance with Section 2.12.05) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such Group, applied ratably to each such Terminating Committed Purchaser according to its respective Termination Percentage. If any Group’s Capital, such CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer shall (i) if applicable, shall be remitted to the Agent’s 's account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to the Seller on such Settlement Date. Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date”) until such Terminating Committed Purchaser’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to (i) Capital of such Terminating Committed Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably with all Committed Purchasers in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer (including any Deemed Collections paid by Seller to Servicer) shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Financial Institution and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s 's account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts Collections (including any Deemed Collections) received by the Servicer which have been set aside during the period since the prior preceding Settlement Date that Period and have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date”) until such Terminating Committed Purchaser’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to (i) Capital of such Terminating Committed Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably with all Committed Purchasers in accordance with Section 2.3.If

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement1.3. If at any time any Collections are received by the Servicer prior to the Amortization Date: (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) Seller hereby requests, and the Purchasers (other than any Terminating Committed Purchasers) in each Group are hereby deemed to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with each Group’s Percentage of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior Settlement Date that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such Group, applied ratably to each such Terminating Committed Purchaser according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date”) until such Terminating Committed Purchaser’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to (i) Capital of such Terminating Committed Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably with all Committed Purchasers in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, or for a Reinvestment as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at on any time Business Day prior to the Amortization Date, any Collections are received by the Servicer prior to the Amortization Date: (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) after payment of Collections allocable to each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital any Obligations that are then held by each Terminating Committed Purchaser) due and (y) the amount of Collectionsowing, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed Purchasers) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”) with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3)Receivables Interest, such that after giving effect to such Reinvestment, the amount of Capital Invested Amount of such Purchaser Receivables Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital Invested Amount immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-AgentScotiabank Account and the Wachovia Account, as applicable, each of the Conduit’s account specified in Section 1.4 such Co-Agentand Wachovia’s Group’s respective Percentage of the amounts set aside during the period since the prior preceding Settlement Date Period that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in Obligations. Once such Group, applied ratably to each such Terminating Committed Purchaser according to its respective Termination Percentage. If any Group’s Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s account Scotiabank Account and the Wachovia Account, as applicable, no later than 11:00 a.m. 12:00 noon (Chicago New York City time) to the extent required to fund such Groupthe Conduit’s Percentage and Wachovia’s respective Percentages of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “Termination Date”) until such Terminating Committed Purchaser’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to (i) Capital of such Terminating Committed Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably with all Committed Purchasers in accordance with Section 2.3.

Collections Prior to Amortization. Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held paid to the Agent in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, for a Reinvestment accordance with this Agreement or reinvested as provided in this Section 2.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date: , (i) the Servicer shall set aside (x) the Termination Percentage (hereinafter defined) of Collections allocable to evidenced by the Purchaser Interests of each Terminating Committed Purchaser’s Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) and (y) the amount of Collections, if any, required to be set aside pursuant to the terms of the Second Lien Receivables Purchase Agreement Financial Institution and (ii) Seller hereby requests, requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) in each Group are hereby deemed agree to make, simultaneously with such receipt, a reinvestment (each each, a “"Reinvestment”") with each Group’s Percentage that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage any Purchaser Interests of any Collections allocable to each Terminating Committed Purchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the applicable Co-Agent’s 's account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the prior Settlement Date preceding calendar week that have not been subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due and owing to the members of such Group, Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers in such GroupFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage. If any Group’s such Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s 's account no later than 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Committed Purchaser Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Conduit pursuant to Section 13.6 (the “"Termination Date”") until such Terminating Committed Purchaser’s Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser Financial Institution as a percentage equal to (i) Capital of such Terminating Committed its Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding Interest on such Termination Date (the “"Termination Percentage”"). Each Terminating Committed Purchaser’s Financial Institution's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Financial Institution's Capital thereafter shall be reduced ratably with all Committed Purchasers Financial Institutions in accordance with Section 2.3.