Common use of DISTRIBUTIONS ON AND FOLLOWING THE TERMINATION DATE Clause in Contracts

DISTRIBUTIONS ON AND FOLLOWING THE TERMINATION DATE. On each Draw Date on and after the Termination Date, all Collections held on deposit in the Liquidation Account shall be applied as follows: FIRST, to the Servicer and the Backup Servicer (ratably in proportion to the respective amounts owed to each) the sum of the Unaffiliated Servicing Fees and Capped Backup Servicing Fees (if any) for the prior calendar month; SECOND, the Agent shall transfer to the Insurer (or the Agent, if the Insurer is not the Control Party) an amount equal to any accrued and unpaid Enforcement Costs; and THIRD, the Agent shall, for the benefit of each Purchaser, apply each Purchaser's Investment Share of all remaining amounts in the following priority: (A) to the Insurer's Account in payment of unreimbursed draws (if any) made under the Policy and Insurer Advances (plus interest thereon at the rate specified in the Insurance Agreement) in respect of the Senior Discount/Fees of such Purchaser's Investment and such Purchaser's pro rata share (based on such Purchaser's Insured Investment) of all accrued and unpaid Premium; (B) pro rata to each Purchaser's Account an amount equal to all Senior Discount/Fees payable on such Draw Date to such Purchaser; (C) to the Backup Servicer or any applicable successor Servicer, an amount equal to such Purchaser's Investment Share of the sum of the invoiced but unpaid Transition Expenses (if any) and any Backup Servicing Fees (if any) for the prior calendar month to the extent not paid pursuant to CLAUSE FIRST above; (D) pro rata to such Purchaser's Account an amount equal to such Purchaser's outstanding Investment (PROVIDED, that at all times prior to the payment in full of all outstanding Investment of all Term Purchasers, all amounts that would otherwise be distributable to any Revolving Purchaser pursuant to this CLAUSE (D) shall instead be distributed ratably to each Term Purchaser, based on the ratio of (x) such Term Purchaser's Investment to (y) the sum of the aggregate Investment for all Term Purchasers, in each case determined as of the Termination Date); (E) to the Insurer's Account in satisfaction of unreimbursed draws (if any) made under the Policy and Insurer Advances (plus interest thereon at the rate specified in the Insurance Agreement) in respect of such Purchaser's Investment; (F), to such Purchaser's Account in an amount equal to the sum of all other accrued and unpaid Discount and Program Fees (to the extent not paid pursuant to CLAUSE (B) above); and (G) to the Servicer an amount equal to such Purchaser's Investment Share of any accrued and unpaid Servicing Fees due to the Servicer (if the Servicer is AFC or one of its Affiliates);

DISTRIBUTIONS ON AND FOLLOWING THE TERMINATION DATE. On each Draw Date on and after the Termination Date, all Collections held on deposit in the Liquidation Account shall be applied as follows: FIRSTfirst, to the Servicer and the Backup Servicer (ratably in proportion to the respective amounts owed to each) the sum of the Unaffiliated Servicing Fees and Capped Backup Servicing Fees (if any) for the prior calendar month; SECONDsecond, the Agent shall transfer to the Insurer (or the Agent, if the Insurer is not the Control Party) an amount equal to any accrued and unpaid Enforcement CostsCosts (provided that the amount payable pursuant to this clause second shall not exceed $200,000 per annum); and THIRDthird, the Agent shall, for the benefit of each Purchaser, apply each Purchaser's ’s Investment Share of all remaining amounts in the following priority: (A) to the Insurer's ’s Account in payment of unreimbursed draws (if any) made under the Policy and Insurer Advances (plus interest thereon at the rate specified in the Insurance Agreement) in respect of the Senior Discount/Fees of such Purchaser's ’s Investment and such Purchaser's ’s pro rata share (based on such Purchaser's ’s Insured Investment) of all accrued and unpaid Premium; (B) pro rata to each Purchaser's ’s Account an amount equal to all Senior Discount/Fees payable on such Draw Date to such Purchaser; (C) to the Backup Servicer or any applicable successor Servicer, an amount equal to such Purchaser's ’s Investment Share of the sum of the invoiced but unpaid Transition Expenses (if any) and any Backup Servicing Fees (if any) for the prior calendar month to the extent not paid pursuant to CLAUSE FIRST clause first above; (D) pro rata to such Purchaser's ’s Account an amount equal to such Purchaser's ’s outstanding Investment (PROVIDEDprovided, that at all times prior to the payment in full of all outstanding Investment of all Term Purchasers, all amounts that would otherwise be distributable to any Revolving Purchaser pursuant to this CLAUSE clause (D) shall instead be distributed ratably to each Term Purchaser, based on the ratio of (x) such Term Purchaser's ’s Investment to (y) the sum of the aggregate Investment for all Term Purchasers, in each case determined as of the Termination Date); (E) the Agent shall transfer to the Insurer (or the Agent, if the Insurer is not the Control Party) an amount equal to such Purchaser’s Investment Share of any accrued and unpaid Enforcement Costs (to the extent not paid pursuant to clause second above); (F) to the Insurer's ’s Account in satisfaction of unreimbursed draws (if any) made under the Policy and Insurer Advances (plus interest thereon at the rate specified in the Insurance Agreement) in respect of such Purchaser's ’s Investment; (FG), to such Purchaser's ’s Account in an amount equal to the sum of all other accrued and unpaid Discount and Program Fees (to the extent not paid pursuant to CLAUSE clause (B) above); and (GH) to the Servicer an amount equal to such Purchaser's ’s Investment Share of any accrued and unpaid Servicing Fees due to the Servicer (if the Servicer is AFC or one of its Affiliates);