Common use of Funding of Collection Account Clause in Contracts

Funding of Collection Account. (a) If the Administrative Agent has taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), as soon as practicable, and in any event, no later than 1:00 p.m. (New York time) on each Business Day: (i) the Administrative Agent, the Seller and the Servicer shall cause the Lockbox Account Banks and Deposit Banks to make the transfer to the Collection Account required to be made on such Business Day pursuant to Section 6.01(c)(ii); and (ii) the Applicable Purchaser or the Administrative Agent shall deposit in the Collection Account the amount, if any, required pursuant to Section 2.04(b)(i); (iii) if on any Business Day the Seller is required to make other payments under this Agreement not previously retained out of Collections (including Additional Amounts and Indemnified Amounts not previously paid), then the Seller shall deposit an amount equal to such payments in the Collection Account; and (iv) if on the immediately preceding Business Day, a Collection is to be adjusted pursuant to Section 3.2 of the Sale and Contribution Agreement, then the Seller shall deposit in the Collection Account cash in the amount so received from the Originator for such payment. (b) If the Administrative Agent has not taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), as soon as practicable, and in any event no later than 1:00 p.m. (New York time) on each Settlement Date, the Seller shall deposit in the Collection Account an amount equal to the sum of: (i) the unpaid Accrued Monthly Yield; (ii) the unpaid Accrued Servicing Fee; (iii) the unpaid Accrued Unused Commitment Fee; (iv) if on such Settlement Date the Seller is required to make other payments under this Agreement not previously retained out of Collections (including Additional Amounts and Indemnified Amounts not previously paid), an amount equal to such payments; and (c) the Seller shall deposit cash in the Collection Account no later than 1:00 p.m. (New York time) on any Business Day in the amount equal to the Outstanding Balance of any Transferred Receivable the Seller elects to pay pursuant to the first proviso of Section 8.06(d). (d) if, on the immediately preceding Business Day, the Administrative Agent shall have notified the Seller of any Purchase Excess, then the Seller shall deposit cash in the amount of such Purchase Excess in the Collection Account no later than 1:00 p.m. (New York time) on such Business Day; (e) if, pursuant to a Repayment Notice, the Seller has requested a reduction of the Capital Investment of the Purchasers, then the Seller shall deposit cash in the amount equal to the amount of such requested reduction of Capital Investment no later than 1:00 p.m. (New York time) on such Business Day; (f) the Servicer shall deposit in the Collection Account the Outstanding Balance of any Transferred Receivable the Servicer elects to pay pursuant to Section 7.04 no later than 1:00 p.m. (New York time) on such Business Day; (g) If, on or before the second Business Day immediately preceding any Settlement Date, the Administrative Agent shall have notified the Seller of any Retention Account Deficiency pursuant to Section 6.04(b) , then the Seller shall deposit cash in the amount of such deficiency in the Collection Account no later than 1:00 p.m. (New York time) on such Settlement Date. (h) From and after the Facility Termination Date, no later than 1:00 p.m. (New York time) on such Settlement Date, the Administrative Agent shall transfer all amounts on deposit in the Retention Account on each Business Day to the Collection Account.

Funding of Collection Account. (a) If the Administrative Agent has taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), as As soon as practicable, and in any event, event no later than 1:00 p.m. 12:00 noon (New York time) on each Business Day: (i) the Administrative Agent, Agent shall transfer or cause to be transferred (A) all Collections deposited in the Seller and the Servicer shall cause the Lockbox Concentration Account Banks and Deposit Banks prior to make the transfer such Business Day to the Collection Account required to be made on such Business Day pursuant to Section 6.01(c)(ii); andAccount; (ii) the Applicable Purchaser Lender or the Administrative Agent shall deposit in the Collection Account the amount, if any, required pursuant to Section 2.04(b)(i2.04(a)(i); (iii) if, on the immediately preceding Business Day, the Administrative Agent shall have notified the Borrower of any Funding Excess, then the Borrower shall deposit cash in the amount of such Funding Excess in the Collection Account; (iv) if on any such Business Day the Seller Borrower is required to make other payments under this Agreement not previously retained out of Collections (including Additional Amounts and Indemnified Amounts not previously paid), then the Seller Borrower shall deposit an amount equal to such payments in the Collection Account; and; (ivv) if if, on the immediately preceding Business Day, the Parent made a Collection is to be adjusted capital contribution or repurchased a Transferred Receivable pursuant to Section 3.2 4.04 of the Sale and Contribution Agreement or made a payment as a result of any Dilution Factors pursuant to Section 4.02(o) of the Sale and Contribution Agreement, then the Seller Borrower shall deposit in the Collection Account cash in the amount so received from the Originator Parent for such contribution or for such repurchase or payment. (b) If the Administrative Agent has not taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), as soon as practicable, and in any event no later than 1:00 p.m. (New York time) on each Settlement Date, the Seller shall deposit in the Collection Account an amount equal to the sum of: (i) the unpaid Accrued Monthly Yield; (ii) the unpaid Accrued Servicing Fee; (iii) the unpaid Accrued Unused Commitment Fee; (iv) if on such Settlement Date the Seller is required to make other payments under this Agreement not previously retained out of Collections (including Additional Amounts and Indemnified Amounts not previously paid), an amount equal to such payments; and (c) the Seller shall deposit cash in the Collection Account no later than 1:00 p.m. (New York time) on any Business Day in the amount equal to the Outstanding Balance of any Transferred Receivable the Seller elects to pay pursuant to the first proviso of Section 8.06(d). (d) if, on the immediately preceding Business Day, the Administrative Agent shall have notified the Seller of any Purchase Excess, then the Seller shall deposit cash in the amount of such Purchase Excess in the Collection Account no later than 1:00 p.m. (New York time) on such Business Day; (e) if, pursuant to a Repayment Notice, the Seller has requested a reduction of the Capital Investment of the Purchasers, then the Seller shall deposit cash in the amount equal to the amount of such requested reduction of Capital Investment no later than 1:00 p.m. (New York time) on such Business Day; (fvi) the Servicer shall deposit in the Collection Account the Outstanding Balance of any Transferred Receivable the Servicer elects to pay pursuant to Section 7.04 no later than 1:00 p.m. (New York time) on such Business Day;7.04; and (gvii) the Borrower shall deposit in the Collection Account the Outstanding Balance of any Transferred Receivable the Borrower elects to pay pursuant to Section 8.06(d). (b) If, on or before the second Business Day immediately preceding any Settlement Date, the Administrative Agent shall have notified the Seller Borrower of any Retention Account Deficiency pursuant to Section 6.04(b) ), then the Seller Borrower shall deposit cash in the amount of such deficiency in the Collection Account no later than 1:00 p.m. 12:00 noon (New York time) on such Settlement Date. (hc) From and after the Facility Termination Date, no later than 1:00 p.m. (New York time) on such Settlement Date, the Administrative Agent shall transfer all amounts on deposit in the Retention Account on each Business Day as of that date to the Collection Account.

Funding of Collection Account. (a) If the Administrative Agent has taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), as As soon as practicable, and in any event, event no later than 1:00 p.m. 12:00 noon (New York time) on each Business Day: (i) the Administrative Agent, the Seller and the Servicer Agent shall transfer or cause the to be transferred all Collections deposited in any Lockbox Account Banks and Deposit Banks prior to make the transfer such Business Day to the Collection Account required to be made on such Business Day pursuant to Section 6.01(c)(ii); andAccount; (ii) the Applicable Purchaser or the Administrative Agent shall deposit in the Collection Account the amount, if any, required pursuant to Section 2.04(b)(i2.4(b)(i); (iii) if, on the immediately preceding Business Day, the Administrative Agent shall have notified the Seller of any Purchase Excess, then the Seller shall deposit cash in the amount of such Purchase Excess in the Collection Account; (iv) if on any such Business Day the Seller is required to make other payments under this Agreement not previously retained out of Collections (including Additional Amounts and Indemnified Amounts not previously paid), then the Seller shall deposit an amount equal to such payments in the Collection Account; and; (ivv) if if, on the immediately preceding Business Day, (A) Holding made a Collection is to be adjusted capital contribution or repurchased a Transferred Receivable pursuant to Section 3.2 4.4 of the Sale and Agreement or made a payment as a result of any Dilution Factors pursuant to Section 4.2(o) of the Sale Agreement, or (B) Originator made a capital contribution or repurchased a Transferred Receivable pursuant to Section 4.4 of the Contribution Agreement or made a payment as a result of any Dilution Factors pursuant to Section 4.2(o) of the Contribution Agreement, then the Seller or Holding, as applicable shall deposit in the Collection Account cash in the amount so received from the Originator or Holding, as applicable for such contribution or for such repurchase or payment. (b) If the Administrative Agent has not taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), as soon as practicable, and in any event no later than 1:00 p.m. (New York time) on each Settlement Date, the Seller shall deposit in the Collection Account an amount equal to the sum of: (i) the unpaid Accrued Monthly Yield; (ii) the unpaid Accrued Servicing Fee; (iii) the unpaid Accrued Unused Commitment Fee; (iv) if on such Settlement Date the Seller is required to make other payments under this Agreement not previously retained out of Collections (including Additional Amounts and Indemnified Amounts not previously paid), an amount equal to such payments; and (c) the Seller shall deposit cash in the Collection Account no later than 1:00 p.m. (New York time) on any Business Day in the amount equal to the Outstanding Balance of any Transferred Receivable the Seller elects to pay pursuant to the first proviso of Section 8.06(d). (d) if, on the immediately preceding Business Day, the Administrative Agent shall have notified the Seller of any Purchase Excess, then the Seller shall deposit cash in the amount of such Purchase Excess in the Collection Account no later than 1:00 p.m. (New York time) on such Business Day; (e) if, pursuant to a Repayment Notice, the Seller has requested a reduction of the Capital Investment of the Purchasers, then the Seller shall deposit cash in the amount equal to the amount of such requested reduction of Capital Investment no later than 1:00 p.m. (New York time) on such Business Day; (fvi) the Servicer shall deposit in the Collection Account the Outstanding Balance of any Transferred Receivable the Servicer elects to pay pursuant to Section 7.04 no later than 1:00 p.m. (New York time) on such Business Day;7.4; and (gvii) the Seller shall deposit in the Collection Account the Outstanding Balance of any Transferred Receivable the Seller elects to pay pursuant to Section 8.6(d). (b) If, on or before the second (2nd) Business Day immediately preceding any Settlement DateDate that occurs prior to the earlier of the occurrence of the Redwood Transfer Date or a Committed Purchaser Funding Event, the Administrative Agent shall have notified the Seller of any Retention Account Deficiency pursuant to Section 6.04(b) 6.4(b), then the Seller shall deposit cash in the amount of such deficiency in the Collection Account no later than 1:00 p.m. 12:00 noon (New York time) on such Settlement Date. If, on or before 4:00 p.m. (New York time) on any Business Day on or after the earlier of the occurrence of the Redwood Transfer Date or a Committed Purchaser Funding Event, the Administrative Agent shall have notified the Seller of any Retention Account Deficiency pursuant to Section 6.4(b), then the Seller shall deposit cash in the amount of such deficiency in the Collection Account no later than 12:00 noon (New York time) on the immediately following Business Day. (hc) From and after the Facility Termination Date, no later than 1:00 p.m. (New York time) on such Settlement Date, the Administrative Agent shall transfer all amounts on deposit in the Retention Account on each Business Day as of that date to the Collection Account.

Funding of Collection Account. (a) If the Administrative Agent has taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), as As soon as practicable, practicable and in any event, no later than 1:00 p.m. (New York time) 10:00 a.m., on each Business Day: (i) the Administrative Agent, the Seller and the Servicer Operating Agent shall cause the transfer all Collections deposited in any Lockbox Account Banks and Deposit Banks prior to make the transfer such Business Day to the Collection Account required to be made on such Business Day pursuant to Section 6.01(c)(ii); andAccount; (ii) the Applicable Purchaser shall, or shall cause the Administrative Collateral Agent shall to, deposit in the Collection Account the amountamount required, if any, required pursuant to Section 2.04(b)(i); (iii) the Purchaser shall, or shall cause the Collateral Agent to, deposit any Seller LOC Draws made on such Business Day to the Collection Account; (iv) if, pursuant to a Seller Notice, the Seller has requested to reduce the Capital Investment of the Purchaser, the Seller shall deposit cash into the Collection Account in an amount equal to the amount specified in such Seller Notice, (v) if, on the prior Business Day, the Operating Agent has notified the Seller of any Purchase Excess, the Seller shall deposit cash in the amount of such Purchase Excess in the Collection Account; (vi) if on any such Business Day the Seller is required to make other payments under this Agreement not previously retained out of Collections (including Additional Amounts and Indemnified Amounts not previously paid), then the Seller shall deposit an amount equal to such payments in the Collection Account; and (iv) if on the immediately preceding Business Day, a Collection is to be adjusted pursuant to Section 3.2 of the Sale and Contribution Agreement, then the Seller shall deposit in the Collection Account cash in the amount so received from the Originator for such payment. (b) If the Administrative Agent has not taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), as soon as practicable, and in any event no later than 1:00 p.m. (New York time) on each Settlement Date, the Seller shall deposit in the Collection Account an amount equal to the sum of: (i) the unpaid Accrued Monthly Yield; (ii) the unpaid Accrued Servicing Fee; (iii) the unpaid Accrued Unused Commitment Fee; (iv) if on such Settlement Date the Seller is required to make other payments under this Agreement not previously retained out of Collections (including Additional Amounts and Indemnified Amounts not previously paid), an amount equal to such payments; and (c) the Seller shall deposit cash in the Collection Account no later than 1:00 p.m. (New York time) on any Business Day in the amount equal to the Outstanding Balance of any Transferred Receivable the Seller elects to pay pursuant to the first proviso of Section 8.06(d). (dvii) if, on the immediately preceding prior Business Day, the Administrative Agent shall have notified Originator made a capital contribution of a Rejected Amount or repurchased a Transferred Receivable, pursuant to the Seller of any Purchase ExcessTransfer Agreement, then the Seller shall deposit cash in the amount of received from the Originator for such Purchase Excess contribution or repurchase in the Collection Account no later than 1:00 p.m. (New York time) on such Business Day;Account; and (e) if, pursuant to a Repayment Notice, the Seller has requested a reduction of the Capital Investment of the Purchasers, then the Seller shall deposit cash in the amount equal to the amount of such requested reduction of Capital Investment no later than 1:00 p.m. (New York time) on such Business Day; (fviii) the Servicer shall deposit in into the Collection Account the Outstanding Balance of any Transferred Receivable the Servicer it elects to pay pursuant to Section 7.04 no later than 1:00 p.m. (New York time) on such Business Day;7.04. (gb) If, on or before the second two Business Day immediately preceding Days prior to any Settlement Date, the Administrative Operating Agent shall have notified notifies the Seller of any Retention Account Deficiency pursuant to Section 6.04(b) ), then the Seller shall deposit cash in the amount of such deficiency in into the Collection Account no later than 1:00 p.m. (New York time) 10:00 a.m. on such Settlement Date. (hc) From On and after the Facility Termination Date, no later than 1:00 p.m. (New York time) on such Settlement Date, the Administrative Operating Agent shall transfer all amounts on deposit held in the Retention Account on each Business Day as of that date to the Collection Account.

Funding of Collection Account. (ai) If the Administrative Agent has taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), as As soon as practicablepracticable on each Business Day, and in any event, event no later than 1:00 p.m. 12:00 noon (New York time) on each Business Day: (iA) if the Business Day is a day on which any funds are to be withdrawn from a Custodial Account to be paid to or for the benefit of the Administrative AgentAgent or the Lenders pursuant to the Control Agreement, the Seller Borrower and the Servicer shall cause instruct the Lockbox Account Banks and Deposit Banks Custodians to make the transfer such funds in same day funds to the Collection Account required to be made on such Business Day pursuant to Section 6.01(c)(ii); and (ii) the Applicable Purchaser or Account, and shall notify the Administrative Agent shall deposit in of the Collection Account the amount, if any, required pursuant to Section 2.04(b)(i)amount of such funds; (iiiB) if on any Business Day to the Seller is required extent not otherwise deposited pursuant to make other payments under this Agreement not previously SECTION 2.07(A)(I)(A) or retained out of from Collections (including Additional Amounts and Indemnified Amounts not previously paid), then the Seller shall deposit an amount equal to such payments in the Collection Account; and (iv) if on the immediately preceding Business Day, a Collection is to be adjusted pursuant to Section 3.2 of the Sale and Contribution Agreement, then the Seller shall deposit in the Collection Account cash in the amount so received from the Originator for such payment. (b) If the Administrative Agent has not taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), as soon as practicable, and in any event no later than 1:00 p.m. (New York time) on each Settlement Date, the Seller shall deposit in the Collection Account an amount equal to the sum of: (i) the unpaid Accrued Monthly Yield; (ii) the unpaid Accrued Servicing Fee; (iii) the unpaid Accrued Unused Commitment Fee; (iv) if on such Settlement Date the Seller is required to make other payments under this Agreement not previously retained out of Collections (including Additional Amounts and Indemnified Amounts not previously paid), an amount equal to such payments; and (c) the Seller Borrower shall deposit cash in the Collection Account no later than 1:00 p.m. (New York time) on any Business Day in the amount equal required, if any, to be paid by the Outstanding Balance of any Transferred Receivable the Seller elects Borrower on or prior to pay pursuant to the first proviso of Section 8.06(d). (d) if, on the immediately preceding Business Day, the Administrative Agent shall have notified the Seller of any Purchase Excess, then the Seller shall deposit cash in the amount of such Purchase Excess in the Collection Account no later than 1:00 p.m. (New York time) on such Business DayDay under SECTIONS 2.02, 2.05(B), 2.08, 2.09, or 2.10 (including, but not limited to, Additional Amounts and Indemnified Amounts); (e) if, pursuant to a Repayment Notice, the Seller has requested a reduction of the Capital Investment of the Purchasers, then the Seller shall deposit cash in the amount equal to the amount of such requested reduction of Capital Investment no later than 1:00 p.m. (New York time) on such Business Day; (fC) the Servicer Borrower shall deposit in the Collection Account the Outstanding Balance of any Transferred Receivable the Servicer Trust Investment it elects to pay pursuant to Section 7.04 SECTION 7.05(D); (D) if such Business Day is a Settlement Date and no later than 1:00 Event of Default has occurred and is continuing, to the extent not otherwise deposited pursuant to SECTIONS 2.07(A)(I)(A) and (B) or retained from Collections in the Collection Account, the Borrower shall deposit cash into the Collection Account in an amount equal to the sum of: (I) the Accrued Monthly Interest for the immediately preceding Settlement Period; (II) the Accrued Monthly Unused Facility Fee for the immediately preceding Settlement Period; (III) all Additional Amounts incurred and payable to any Affected Party as of the end of the immediately preceding Settlement Period; (IV) all other amounts accrued and payable under this Loan Agreement and the Fee Letter (including Indemnified Amounts incurred and payable to any Indemnified Person) as of the end of the immediately preceding Settlement Period; and (V) an amount equal to the excess, if any, of the Outstanding Principal Amount over the Borrowing Availability; (E) if on such Business Day an Event of Default has occurred and is continuing, to the extent not otherwise deposited pursuant to SECTIONS 2.07(A)(I)(A) and (B) or retained from Collections in the Collection Account, the Borrower shall deposit cash into the Collection Account in an amount equal to the sum of: (I) Daily Interest with respect to the immediately preceding Business Day; (II) the Interest Shortfall as of the immediately preceding Business Day; (III) the Unused Facility Fee with respect to the immediately preceding Business Day; (IV) the Unused Facility Fee Shortfall as of the immediately preceding Business Day; (V) all Additional Amounts incurred and payable to any Affected Party as of the immediately preceding Business Day; (VI) all other amounts accrued and payable under this Loan Agreement and the Fee Letter (including Indemnified Amounts incurred and payable to any Indemnified Person) as of the end of the immediately preceding Business Day; and (VII) an amount equal to the excess, if any, of the Outstanding Principal Amount over the Borrowing Availability; and (F) if on such Business Day an Event of Default has occurred and is continuing, on or before 5:00 p.m. (New York time) on such Business Day; (g) If, on or before of the second Business Day immediately preceding any Settlement Date, the Administrative Agent shall have notified determine and notify the Seller Borrower of any Retention Account Deficiency pursuant to Section 6.04(b) for the preceding Settlement Period, then and the Seller Borrower shall deposit cash in the amount of such deficiency in Retention Account Deficiency to the Collection Account no later than 1:00 p.m. (New York time) on such Settlement DateAccount. (hii) From and after the Facility Termination Date, no later than 1:00 p.m. (New York time) on such Settlement Date, the Administrative Agent shall transfer all amounts on deposit in the Retention Account on each Business Day as of that date to the Collection Account.

Funding of Collection Account. (a) If the Administrative Agent has taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), as As soon as practicable, and in any event, event no later than 1:00 p.m. 11:00 a.m. (New York time) on each Business Day: (i) the Administrative Agent, Operating Agent or the Collateral Agent (as the case may be) and the Seller and the Servicer shall cause the Lockbox Account Banks and Deposit Banks Bank to make the transfer to the Collection Account required to be made on such Business Day pursuant to Section 6.01(c)(ii6.01(b)(ii); and; (ii) the Applicable Purchaser or the Administrative Operating Agent shall, or shall cause the Collateral Agent to, deposit in the Collection Account the amount, if any, required pursuant to Section 2.04(b)(i); (iii) [intentionally omitted]; (iv) if, on the immediately preceding Business Day, the Operating Agent shall have notified the Seller of any Purchase Excess pursuant to Section 2.11, then the Seller shall deposit cash in the amount of such Purchase Excess in the Collection Account; (v) if on any such Business Day the Seller is required to make other payments under this Agreement not previously retained out of Collections (including Additional Amounts and Indemnified Amounts not previously paid), then the Seller shall deposit an amount equal to such payments in the Collection Account; and (iv) if on the immediately preceding Business Day, a Collection is to be adjusted pursuant to Section 3.2 of the Sale and Contribution Agreement, then the Seller shall deposit in the Collection Account cash in the amount so received from the Originator for such payment. (b) If the Administrative Agent has not taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), as soon as practicable, and in any event no later than 1:00 p.m. (New York time) on each Settlement Date, the Seller shall deposit in the Collection Account an amount equal to the sum of: (i) the unpaid Accrued Monthly Yield; (ii) the unpaid Accrued Servicing Fee; (iii) the unpaid Accrued Unused Commitment Fee; (iv) if on such Settlement Date the Seller is required to make other payments under this Agreement not previously retained out of Collections (including Additional Amounts and Indemnified Amounts not previously paid), an amount equal to such payments; and (c) the Seller shall deposit cash in the Collection Account no later than 1:00 p.m. (New York time) on any Business Day in the amount equal to the Outstanding Balance of any Transferred Receivable the Seller elects to pay pursuant to the first proviso of Section 8.06(d). (dvi) if, on the immediately preceding Business Day, any Originator made a capital contribution or repurchased a Transferred Receivable pursuant to Section 4.04 of the Administrative Agent shall have notified the Seller Transfer Agreement, or made a payment as a result of any Purchase ExcessDilution Factors pursuant to Section 4.02(o) of the Transfer Agreement, then the Seller shall deposit cash in the amount of so received from such Purchase Excess Originator for such contribution, repurchase or payment in the Collection Account no later than 1:00 p.m. (New York time) on such Business Day;Account; and (e) if, pursuant to a Repayment Notice, the Seller has requested a reduction of the Capital Investment of the Purchasers, then the Seller shall deposit cash in the amount equal to the amount of such requested reduction of Capital Investment no later than 1:00 p.m. (New York time) on such Business Day; (fvii) the Servicer shall deposit in the Collection Account the Outstanding Balance of any Transferred Receivable the Servicer it elects to pay pursuant to Section 7.04 no later than 1:00 7.04. (b) If, on or before 4:00 p.m. (New York time) on such any Business Day; (g) If, on or before the second Business Day immediately preceding any Settlement Date, the Administrative Operating Agent shall have notified the Seller of any Retention Collection Account Deficiency pursuant to Section 6.04(b) ), then the Seller shall deposit cash in the amount of such deficiency in the Collection Account no later than 1:00 p.m. 11:00 a.m. (New York time) on such Settlement Datethe immediately following Business Day. (h) From and after the Facility Termination Date, no later than 1:00 p.m. (New York time) on such Settlement Date, the Administrative Agent shall transfer all amounts on deposit in the Retention Account on each Business Day to the Collection Account.

Funding of Collection Account. (a) If the Administrative Agent has taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), as As soon as practicable, and in any event, event no later than 1:00 p.m. 12:00 Noon (New York time) on each Business Day:Day (without duplication): (i) if such day is prior to the delivery of a Notice of Direction by the Administrative Agent, the Seller and the Servicer shall cause the Lockbox Account Banks and Deposit Banks to make the transfer to deposit funds into the Collection Account required in an amount equal to (A) if such day is not a Weekly Settlement Day, all amounts specified in this Section 6.02 to be made paid on such Business Day pursuant or (B) if such day is a Weekly Settlement Day, all amounts (without duplication) specified in Sections 6.02, 6.03 (other than 6.03(c)), 6.04 (other than 6.04(a)(iv)) and 6.05 (other than 6.05(g)) to Section 6.01(c)(ii); andbe paid on such day. (ii) after the delivery of a Notice of Direction by the Administrative Agent, the Administrative Agent shall transfer or cause to be transferred, to the extent then available, all Collections deposited in any Lockbox Account prior to such Business Day to the Concentration Account and all amounts subsequently on deposit in the Concentration Account to the Collection Account; (iii) the Applicable Purchaser or the Administrative Agent shall deposit in the Collection Account the amount, if any, required pursuant to Section 2.04(b)(i); (iiiiv) if, on the immediately preceding Business Day, the Administrative Agent shall have notified the Seller of any Purchase Excess, then the Seller shall deposit cash in the amount of such Purchase Excess in the Collection Account; (v) if on any such Business Day the Seller is required to make other payments under this Agreement not previously retained out of Collections (including Additional Amounts and Indemnified Amounts not previously paid), then the Seller shall deposit an amount equal to such payments in the Collection Account; and; (ivvi) if on since the immediately preceding Business Day, the Originator made a Collection is to be adjusted capital contribution or repurchased a Transferred Receivable pursuant to Section 3.2 4.04 of the Sale and Contribution Agreement or made a payment as a result of any Dilution Factors pursuant to Section 4.02(o) of the Sale Agreement, then the Seller shall deposit in the Collection Account cash in the amount so received from the Originator for such contribution or for such repurchase or payment. (b) If the Administrative Agent has not taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), as soon as practicable, and in any event no later than 1:00 p.m. (New York time) on each Settlement Date, the Seller shall deposit in the Collection Account an amount equal to the sum of: (i) the unpaid Accrued Monthly Yield; (ii) the unpaid Accrued Servicing Fee; (iii) the unpaid Accrued Unused Commitment Fee; (iv) if on such Settlement Date the Seller is required to make other payments under this Agreement not previously retained out of Collections (including Additional Amounts and Indemnified Amounts not previously paid), an amount equal to such payments; and (c) the Seller shall deposit cash in the Collection Account no later than 1:00 p.m. (New York time) on any Business Day in the amount equal to the Outstanding Balance of any Transferred Receivable the Seller elects to pay pursuant to the first proviso of Section 8.06(d). (d) if, on the immediately preceding Business Day, the Administrative Agent shall have notified the Seller of any Purchase Excess, then the Seller shall deposit cash in the amount of such Purchase Excess in the Collection Account no later than 1:00 p.m. (New York time) on such Business Day; (e) if, pursuant to a Repayment Notice, the Seller has requested a reduction of the Capital Investment of the Purchasers, then the Seller shall deposit cash in the amount equal to the amount of such requested reduction of Capital Investment no later than 1:00 p.m. (New York time) on such Business Day; (fvii) the Servicer shall deposit in the Collection Account the Outstanding Balance of any Transferred Receivable the Servicer elects elected to pay pursuant to Section 7.04 no later than 1:00 p.m. (New York time) on such since the immediately preceding Business Day;; and (gviii) the Seller shall deposit in the Collection Account the Outstanding Balance of any Transferred Receivable the Seller elected to pay pursuant to Section 8.06(d) since the immediately preceding Business Day (b) If, on or before the second Business Day immediately preceding any Settlement Date, the Administrative Agent shall have notified the Seller of any Retention Account Deficiency pursuant to Section 6.04(b) ), then the Seller shall deposit cash in the amount of such deficiency in the Collection Account no later than 1:00 p.m. 12:00 Noon (New York time) on such Settlement Date. (hc) From and after the Facility Termination Date, no later than 1:00 p.m. (New York time) on such Settlement Date, the Administrative Agent shall transfer all amounts on deposit in the Retention Account as of that date and all amounts on each Business Day deposit in any of Seller's other deposit accounts as of that date to the Collection Account.

Funding of Collection Account. (a) If the Administrative Agent has taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), as As soon as practicable, and in any event, event no later than 1:00 p.m. 10:00 a.m. (New York time) on each Business Day: (i) the Administrative Agent, the Seller and the Servicer Operating Agent shall transfer or cause the Lockbox to be transferred all Collections deposited in any Blocked Account Banks and Deposit Banks prior to make the transfer such Business Day to the Collection Account required to be made on such Business Day pursuant to Section 6.01(c)(ii); andAccount; (ii) the Applicable Purchaser or the Administrative Operating Agent shall, or shall cause the Collateral Agent to, deposit in the Collection Account the amount, if any, required pursuant to Section 2.04(b)(i);; ------------------ (iii) the Purchaser or the Operating Agent shall, or shall cause the Collateral Agent to, deposit in the Collection Account any Seller LOC Draws made on such Business Day; (iv) if, on the immediately preceding Business Day, the Operating Agent shall have notified the Seller of any Purchase Excess, then the Seller shall deposit cash in the amount of such Purchase Excess in the Collection Account; (v) if on any such Business Day the Seller is required to make other payments under this Agreement not previously retained out of Collections (including Additional Amounts and Indemnified Amounts not previously paid), then the Seller shall deposit an amount equal to such payments in the Collection Account; and (iv) if on the immediately preceding Business Day, a Collection is to be adjusted pursuant to Section 3.2 of the Sale and Contribution Agreement, then the Seller shall deposit in the Collection Account cash in the amount so received from the Originator for such payment. (b) If the Administrative Agent has not taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), as soon as practicable, and in any event no later than 1:00 p.m. (New York time) on each Settlement Date, the Seller shall deposit in the Collection Account an amount equal to the sum of: (i) the unpaid Accrued Monthly Yield; (ii) the unpaid Accrued Servicing Fee; (iii) the unpaid Accrued Unused Commitment Fee; (iv) if on such Settlement Date the Seller is required to make other payments under this Agreement not previously retained out of Collections (including Additional Amounts and Indemnified Amounts not previously paid), an amount equal to such payments; and (c) the Seller shall deposit cash in the Collection Account no later than 1:00 p.m. (New York time) on any Business Day in the amount equal to the Outstanding Balance of any Transferred Receivable the Seller elects to pay pursuant to the first proviso of Section 8.06(d). (dvi) if, on the immediately preceding Business Day, the Administrative Agent shall have notified CGS Originator made a capital contribution or repurchased a Transferred Receivable pursuant to Section 4.04 of the Seller CGS Transfer Agreement, or made ------------ a payment as a result of any Purchase ExcessDilution Factors pursuant to Section 4.02(o) --------------- of the CGS Transfer Agreement, then the Seller shall deposit cash in the amount of so received from the CGS Originator for such Purchase Excess contribution, repurchase or payment in the Collection Account no later than 1:00 p.m. (New York time) on such Business Day;Account; and (e) if, pursuant to a Repayment Notice, the Seller has requested a reduction of the Capital Investment of the Purchasers, then the Seller shall deposit cash in the amount equal to the amount of such requested reduction of Capital Investment no later than 1:00 p.m. (New York time) on such Business Day; (fvii) the Servicer shall deposit in the Collection Account the Outstanding Balance of any Transferred Receivable the Servicer elects to pay pursuant to Section 7.04 no later than 1:00 p.m. (New York time) on such Business Day;7.04. ------------ (gviii) the Seller shall deposit in the Collection Account the Outstanding Balance of any Transferred Receivable the Seller elects to pay pursuant to Section 8.06(d). --------------- (b) If, on or before the second Business Day immediately preceding any Settlement Date, the Administrative Operating Agent shall have notified the Seller of any Retention Account Deficiency pursuant to Section 6.04(b) ), then the Seller shall --------------- deposit cash in the amount of such deficiency in the Collection Account no later than 1:00 p.m. 12:00 noon (New York time) on such Settlement Date. (hc) From and after the Facility Termination Date, no later than 1:00 p.m. (New York time) on such Settlement Date, the Administrative Collateral Agent shall transfer all amounts on deposit in the Retention Account on each Business Day as of that date to the Collection Account.

Funding of Collection Account. (a) If As soon as practicable, and in any event no later than 11:00 a.m. (New York time) on each Business Day: (i) if the Administrative Operating Agent or the Collateral Agent has taken exclusive dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), as soon as practicablethe Operating Agent, and in any event, no later than 1:00 p.m. (New York time) on each Business Day: (i) the Administrative Collateral Agent, the Seller and the Servicer shall cause the Lockbox Account Banks and Deposit Banks Bank to make the transfer to the Collection Account required to be made on such Business Day pursuant to Section 6.01(c)(ii6.01(b)(ii); and (ii) the Applicable Purchaser or the Administrative Operating Agent shall, or shall cause the Collateral Agent to, deposit in the Collection Account the amount, if any, required pursuant to Section 2.04(b)(i); ; (iii) the Purchaser or the Operating Agent shall, or shall cause the Collateral Agent to, deposit in the Collection Account any Seller LOC Draws or Insurance Draws made on such Business Day; (iv) if, on the immediately preceding Business Day, the Operating Agent shall have notified the Seller of any Purchase Excess pursuant to Section 2.11, then the Seller shall deposit cash in the amount of such Purchase Excess in the Collection Account; (v) if on any such Business Day the Seller is required to make other payments under this Agreement not previously retained out of Collections (including Additional Amounts and Indemnified Amounts not previously paid), then the Seller shall deposit an amount equal to such payments in the Collection Account; and (iv) if on the immediately preceding Business Day, a Collection is to be adjusted pursuant to Section 3.2 of the Sale and Contribution Agreement, then the Seller shall deposit in the Collection Account cash in the amount so received from the Originator for such payment. (b) If the Administrative Agent has not taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), as soon as practicable, and in any event no later than 1:00 p.m. (New York time) on each Settlement Date, the Seller shall deposit in the Collection Account an amount equal to the sum of: (i) the unpaid Accrued Monthly Yield; (ii) the unpaid Accrued Servicing Fee; (iii) the unpaid Accrued Unused Commitment Fee; (iv) if on such Settlement Date the Seller is required to make other payments under this Agreement not previously retained out of Collections (including Additional Amounts and Indemnified Amounts not previously paid), an amount equal to such payments; and (c) the Seller shall deposit cash in the Collection Account no later than 1:00 p.m. (New York time) on any Business Day in the amount equal to the Outstanding Balance of any Transferred Receivable the Seller elects to pay pursuant to the first proviso of Section 8.06(d). (dvi) if, on the immediately preceding Business Day, any Originator made a capital contribution or repurchased a Transferred Receivable pursuant to Section 4.04 of the Administrative Agent shall have notified the Seller Transfer Agreement, or made a payment as a result of any Purchase ExcessDilution Factors pursuant to Section 4.02(o) of the Transfer Agreement, then the Seller shall deposit cash in the amount of so received from such Purchase Excess Originator for such contribution, repurchase or payment in the Collection Account no later than 1:00 p.m. Account; (New York time) on such Business Day; (e) if, pursuant to a Repayment Notice, the Seller has requested a reduction of the Capital Investment of the Purchasers, then the Seller shall deposit cash in the amount equal to the amount of such requested reduction of Capital Investment no later than 1:00 p.m. (New York time) on such Business Day; (fvii) the Servicer shall deposit in the Collection Account the Outstanding Balance of any Transferred Receivable the Servicer it elects to pay pursuant to Section 7.04 no later than 1:00 p.m. 7.04; and (New York timeviii) on if the Operating Agent and the Collateral Agent have not taken dominion and control over the Lockbox Account Agreement pursuant to Section 6.01(a)(i), the Seller shall deposit in the Collection Account an amount equal to the following for such Business Day;Day and any immediately preceding non-Business Days; (A) the Daily Yield (B) the Servicing Fee; and (C) the Unused Facility Fee. (gb) If, on or before the second Business Day immediately preceding any Settlement Date, the Administrative Operating Agent shall have notified the Seller of any Retention Account Deficiency pursuant to Section 6.04(b) ), then the Seller shall deposit cash in the amount of such deficiency in the Collection Account no later than 1:00 p.m. 11:00 a.m. (New York time) on such Settlement Date. (hc) From and after the Facility Termination Date, no later than 1:00 p.m. (New York time) on such Settlement Date, the Administrative Collateral Agent shall transfer all amounts on deposit in the Retention Account on each Business Day as of that date to the Collection Account.

Funding of Collection Account. (a) If the Administrative Agent has taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), as As soon as practicable, and in any event, event no later than 1:00 p.m. 12:00 noon (New York time) on each Business Day: (ia) the Administrative AgentAgent shall transfer or cause to be transferred, to the Seller and the Servicer shall cause the extent then available, all Collections deposited in any Lockbox Account Banks prior to such Business Day to the Concentration Account and Deposit Banks to make all accounts subsequently on deposit in the transfer Concentration Account to the Collection Account required to be made on such Business Day pursuant to Section 6.01(c)(ii); andAccount; (iib) the Applicable Purchaser or the Administrative Agent shall deposit in the Collection Account the amount, if any, required pursuant to Section 2.04(b)(i); (iii) if on any Business Day the Seller is required to make other payments under this Agreement not previously retained out of Collections (including Additional Amounts and Indemnified Amounts not previously paid), then the Seller shall deposit an amount equal to such payments in the Collection Account; and (iv) if on the immediately preceding Business Day, a Collection is to be adjusted pursuant to Section 3.2 of the Sale and Contribution Agreement, then the Seller shall deposit in the Collection Account cash in the amount so received from the Originator for such payment. (b) If the Administrative Agent has not taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), as soon as practicable, and in any event no later than 1:00 p.m. (New York time) on each Settlement Date, the Seller shall deposit in the Collection Account an amount equal to the sum of: (i) the unpaid Accrued Monthly Yield; (ii) the unpaid Accrued Servicing Fee; (iii) the unpaid Accrued Unused Commitment Fee; (iv) if on such Settlement Date the Seller is required to make other payments under this Agreement not previously retained out of Collections (including Additional Amounts and Indemnified Amounts not previously paid), an amount equal to such payments; and (c) the Seller shall deposit cash in the Collection Account no later than 1:00 p.m. (New York time) on any Business Day in the amount equal to the Outstanding Balance of any Transferred Receivable the Seller elects to pay pursuant to the first proviso of Section 8.06(d). (d) if, on the immediately preceding Business Day, the Administrative Agent shall have notified the Seller of any Purchase Excess, then the Seller shall deposit cash in the amount of such Purchase Excess in the Collection Account no later than 1:00 p.m. Account; (New York timed) if on such Business DayDay the Seller is required to make other payments under this Agreement not previously paid out of Collections (including Additional Amounts and Indemnified Amounts not previously paid), then the Seller shall deposit an amount equal to such payments in the Collection Account; (e) if, on the immediately preceding Business Day, an Originator made a capital contribution or repurchased a Transferred Receivable or Related Security pursuant to a Repayment Notice, the Seller has requested a reduction Section 4.05 of the Capital Investment Sale Agreement or made a payment as a result of any Dilution Factors pursuant to Section 4.02(p) of the PurchasersSale Agreement, then the Seller shall deposit in the Collection Account cash in the amount equal to the amount of so received from such requested reduction of Capital Investment no later than 1:00 p.m. (New York time) on Originator for such Business Daycontribution or for such repurchase or payment; (f) the each Servicer shall deposit in the Collection Account the Outstanding Balance of any Transferred Receivable the such Servicer elects to pay pursuant to Section 7.04 no later than 1:00 p.m. (New York time) on such Business Day;7.04; and (g) If, on or before the second Business Day immediately preceding any Settlement Date, the Administrative Agent shall have notified the Seller of any Retention Account Deficiency pursuant to Section 6.04(b) , then the Seller shall deposit cash in the amount of such deficiency in the Collection Account no later than 1:00 p.m. (New York time) on such Settlement Datethe Outstanding Balance of any Transferred Receivable the Seller elects to pay pursuant to Section 8.06(d). (h) From and after the Facility Termination Date, no later than 1:00 p.m. (New York time) on such Settlement Date, the Administrative Agent shall transfer all amounts on deposit in the Retention Account on each Business Day to the Collection Account.

Funding of Collection Account. (a) If the Administrative Agent has taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), as As soon as practicable, and in any event, event no later than 1:00 p.m. 10:00 a.m. (New York time) on each Business Day: (i) the Administrative Agent, the Seller and the Servicer Agent shall transfer or cause the to be transferred all Collections deposited in any Lockbox Account Banks and Deposit Banks prior to make the transfer such Business Day to the Collection Account required to be made on such Business Day pursuant to Section 6.01(c)(ii); andAccount; (ii) the Applicable Purchaser or the Administrative Agent shall deposit in the Collection Account the amount, if any, required pursuant to Section 2.04(b)(i); (iii) the Applicable Purchaser or the Administrative Agent shall deposit in the Collection Account any Seller LOC Draws made on such Business Day; (iv) if, on the immediately preceding Business Day, the Administrative Agent shall have notified the Seller of any Purchase Excess, then the Seller shall deposit cash in the amount of such Purchase Excess in the Collection Account; (v) if on any such Business Day the Seller is required to make other payments under this Agreement not previously retained out of Collections (including Additional Amounts and Indemnified Amounts not previously paid), then the Seller shall deposit an amount equal to such payments in the Collection Account; and (iv) if on the immediately preceding Business Day, a Collection is to be adjusted pursuant to Section 3.2 of the Sale and Contribution Agreement, then the Seller shall deposit in the Collection Account cash in the amount so received from the Originator for such payment. (b) If the Administrative Agent has not taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), as soon as practicable, and in any event no later than 1:00 p.m. (New York time) on each Settlement Date, the Seller shall deposit in the Collection Account an amount equal to the sum of: (i) the unpaid Accrued Monthly Yield; (ii) the unpaid Accrued Servicing Fee; (iii) the unpaid Accrued Unused Commitment Fee; (iv) if on such Settlement Date the Seller is required to make other payments under this Agreement not previously retained out of Collections (including Additional Amounts and Indemnified Amounts not previously paid), an amount equal to such payments; and (c) the Seller shall deposit cash in the Collection Account no later than 1:00 p.m. (New York time) on any Business Day in the amount equal to the Outstanding Balance of any Transferred Receivable the Seller elects to pay pursuant to the first proviso of Section 8.06(d). (dvi) if, on the immediately preceding Business Day, an Originator made a capital contribution or repurchased a Transferred Receivable pursuant to Section 4.04 of the Administrative Agent shall have notified the Seller applicable Transfer Agreement, or made a payment as a result of any Purchase ExcessDilution Factors pursuant to Section 4.02(o) of such Transfer Agreement, then the Seller shall deposit cash in the amount of so received from such Purchase Excess Originator for such contribution, repurchase or payment in the Collection Account no later than 1:00 p.m. (New York time) on such Business DayAccount; (e) if, pursuant to a Repayment Notice, the Seller has requested a reduction of the Capital Investment of the Purchasers, then the Seller shall deposit cash in the amount equal to the amount of such requested reduction of Capital Investment no later than 1:00 p.m. (New York time) on such Business Day; (fvii) the Servicer shall deposit in the Collection Account the Outstanding Balance of any Transferred Receivable the Servicer it elects to pay pursuant to Section 7.04 no later than 1:00 p.m. (New York time) on such Business Day;and Section 8.06(d); and (gviii) the Seller shall deposit in the Collection Account the Outstanding Balance of any Transferred Receivable the Seller elects to pay pursuant to Section 8.06(d). (b) If, on or before the second Business Day immediately preceding any Settlement Date, the Administrative Agent shall have notified the Seller of any Retention Account Deficiency pursuant to Section 6.04(b) ), then the Seller shall deposit cash in the amount of such deficiency in the Collection Account no later than 1:00 p.m. 10:00 a.m. (New York time) on such Settlement Date. (hc) From and after the Facility Termination Date, no later than 1:00 p.m. (New York time) on such Settlement Date, the Administrative Agent shall transfer all amounts on deposit in the Retention Account on each Business Day as of that date to the Collection Account.