Common use of Non-Liquidation Settlement Procedures Clause in Contracts

Non-Liquidation Settlement Procedures. (a) On each day (other than a Liquidation Day) on which Collections are received in the Collection Account, Custodian shall set aside and hold all such funds in trust for the benefit of Paying Agent and the recipients described below. On each Interest Payment Date, Paying Agent will in turn transfer such funds to the recipients described below in accordance with the terms of the Paying Agent Agreement. (b) On or prior to the Business Day preceding each Cut-Off Date, Facility Agent will provide SunAmerica with written notice detailing Interest owing to Facility Agent on the next succeeding Interest Payment Date, including a list of all CP Costs. If the period covered by such notice includes one or more Modified Tranche Periods, such notice shall include Facility Agent's good faith estimate of the Interest with respect to any Modified Tranche Period not ended prior to the date the notice is due; provided, that Facility Agent's notice for the succeeding period will include any necessary adjustment for any underpayment or overpayment of Interest. SunAmerica shall include such amounts in its notice to Customer pursuant to the next sentence. On or prior to each Cut-Off Date, Facility Agent, SunAmerica and each other Purchaser Representative will provide Customer with written notice detailing all unpaid amounts owing by Customer to such Person (and, in the case of SunAmerica, including amounts owing to Facility Agent in respect of Interest, including, if applicable, CP Costs) under this Agreement for payment on the next succeeding Interest Payment Date in accordance with the respective priorities set forth in Sections 2.5(c) and 2.6(b) below. Any amounts not so invoiced or paid may be submitted on or before any subsequent Cut-Off Date for payment on the next succeeding Interest Payment Date. (c) On each Interest Payment Date (if no Liquidation Day shall have occurred since the last Interest Payment Date), Paying Agent shall make remittances in accordance with the terms of the Paying Agent Agreement in the following priority: (i) first, concurrently, (A) to Servicer (x) an amount equal to the sums paid into the Collection Account by an Obligor for deposit into any escrow account to be maintained by Servicer, and (y) an amount equal to the unpaid fees and expenses owing to Servicer under the Servicing Agreement with respect to all Prior Periods, and (B) to itself, an amount equal to the unpaid fees and expenses payable to Custodian and Paying Agent under this Agreement with respect to all Prior Periods; (ii) second, to Facility Agent on behalf of Purchasers, an amount equal to the Interest (less the aggregate Applicable Margin) accrued and unpaid through such day on the Aggregate Principal Outstanding; (iii) third, concurrently, to SunAmerica and its designees in such proportions as are stipulated by SunAmerica from time to time, an amount equal to (x) the aggregate Applicable Margin accrued and unpaid through such day on the Aggregate Principal Outstanding minus (y) the CP Costs accrued and unpaid with respect to all Prior Periods for any previously outstanding CP Tranche; (iv) fourth, to SunAmerica, any amounts owing to SunAmerica under this Agreement, including under Section 2.7 hereof; (v) fifth, to Facility Agent, any amounts owing to Facility Agent or any Purchaser (other than SunAmerica) for any indemnification of such Persons by Customer hereunder; (vi) sixth, concurrently, to Servicer, Custodian, Master Servicer, SunAmerica, or any other Purchaser Representative any fees, expenses and other amounts owing for any indemnification of such person by Customer that have not otherwise be provided for in items (i)-(v) above; (vii) seventh, to Facility Agent on behalf of Purchasers for the reduction of the Aggregate Principal Outstanding, an amount equal to the sum of the aggregate principal amount of Receivables scheduled to be paid for the Prior Period and the aggregate principal amount prepaid during such Prior Period; (viii) eighth, concurrently, to the Subordinated Lenders, their pro rata portion of the amount equal to the interest accrued and unpaid through that day on the Interest Capitalization Notes and the Hedge Interest Capitalization Notes, ratably in accordance with the unpaid amounts thereof; (ix) ninth, concurrently, to the Subordinated Lenders, their pro rata portion of the amount equal to the interest accrued and unpaid through that day on the Senior Subordinated Notes (to the extent not converted into Interest Capitalization Notes and Hedge Interest Capitalization Notes), ratably in accordance with the unpaid amounts thereof; and (x) tenth, the remainder, if any, to Customer.

Non-Liquidation Settlement Procedures. (a) On each day prior to the Termination Date, the Collection Agent shall cause all Collections received by it or deposited in the Lock-Box Accounts to be transferred in same day funds to the Collection Account and shall instruct the Collection Account Bank: (other than a Liquidation Dayi) out of the percentage interest representing the Purchased Interest in Collections of Purchased Receivables received on which Collections are received such day, to set aside and hold in trust in the Collection Account, Custodian shall set aside and hold all such funds in trust for the benefit of Paying Agent and the recipients described below. On each Interest Payment Date, Paying Agent will in turn transfer such funds to the recipients described below in accordance with the terms of the Paying Agent Agreement. (b) On or prior to the Business Day preceding each Cut-Off Date, Facility Agent will provide SunAmerica with written notice detailing Interest owing to Facility Agent on the next succeeding Interest Payment Date, including a list of all CP Costs. If the period covered by such notice includes one or more Modified Tranche Periods, such notice shall include Facility Agent's good faith estimate of the Interest with respect to any Modified Tranche Period not ended prior to the date the notice is due; provided, that Facility Agent's notice for the succeeding period will include any necessary adjustment for any underpayment or overpayment of Interest. SunAmerica shall include such amounts in its notice to Customer pursuant to the next sentence. On or prior to each Cut-Off Date, Facility Agent, SunAmerica and each other Purchaser Representative will provide Customer with written notice detailing all unpaid amounts owing by Customer to such Person (and, in the case of SunAmerica, including amounts owing to Facility Agent in respect of Interest, including, if applicable, CP Costs) under this Agreement for payment on the next succeeding Interest Payment Date in accordance with the respective priorities set forth in Sections 2.5(c) and 2.6(b) below. Any amounts not so invoiced or paid may be submitted on or before any subsequent Cut-Off Date for payment on the next succeeding Interest Payment Date. (c) On each Interest Payment Date (if no Liquidation Day shall have occurred since the last Interest Payment Date), Paying Agent shall make remittances in accordance with the terms of the Paying Agent Agreement in the following priority: (i) first, concurrently, (A) to Servicer (x) an amount equal to the sums paid into the Collection Account by an Obligor for deposit into any escrow account to be maintained by Servicer, and (y) an amount equal to the unpaid fees and expenses owing to Servicer under the Servicing Agreement with respect to all Prior Periods, and (B) to itselfPurchaser, an amount equal to the unpaid fees Yield, Program Fee, Liquidity Fee and expenses payable to Custodian Collection Agent Fee accrued through such day and Paying Agent under this Agreement with respect to all Prior Periods; not so previously set aside, (ii) secondon each Business Day occurring in the week prior to the date on which the Administrative Fee is payable, out of the percentage interest representing the Purchased Interest in Collections of Purchased Receivables received on such day, to Facility Agent on behalf of Purchasersset aside and hold in trust in the Collection Account, for the Deal Agent, an amount equal to the Administrative Fee to be so paid, and (iii) except as otherwise required under Section 2.05(b) below, to reinvest the remainder of such Collections in Purchased Interests by paying such Collections to the Seller. Each such payment shall constitute a Purchase by the Purchaser of Purchased Interests in all Purchased Property not previously purchased hereunder, as such Purchased Interest is recomputed pursuant to Section 2.05(c) below, it being agreed that such Purchased Property shall, to the extent of the Purchased Interest, automatically become the property of the Purchaser when the Seller acquires an interest in such new Purchased Property from the Originator. On the last day of each Purchase Period to occur prior to the Termination Date, the Collection Agent shall deposit to the Deal Agent's Account the amounts in respect of Yield set aside as described in clause (less i) of the aggregate Applicable Marginfirst sentence of this Section 2.05. On each Monthly Payment Date to occur prior to the Termination Date, the Collection Agent shall deposit to the Deal Agent's Account the amounts in respect of Program Fee, Liquidity Fee and Collection Agent Fee set aside as described in clause (i) of the first sentence of this Section 2.05. On the Business Day prior to the date on which the Administrative Fee is due and payable under the Fee Letter, the Collection Agent shall deposit to the Deal Agent's Account the amounts in respect of the Administrative Fee set aside as described in clause (ii) of the first sentence of this Section 2.05. Upon receipt of such funds by the Deal Agent, the Deal Agent shall distribute them first, to the Purchaser, on the next succeeding last day of a Purchase Period, in full payment of the accrued and unpaid through Yield for such day Purchase Period, second, to the Purchaser, on the Aggregate Principal Outstanding; (iii) thirdnext succeeding Monthly Payment Date, concurrently, to SunAmerica and its designees in such proportions as are stipulated by SunAmerica from time to time, an amount equal to (x) full payment of the aggregate Applicable Margin accrued and unpaid through such day on Program Fee for the Aggregate Principal Outstanding minus (y) the CP Costs accrued and unpaid with respect to all Prior Periods for any previously outstanding CP Tranche; (iv) fourthrelated calendar month, third, to SunAmerica, any amounts owing to SunAmerica under this Agreement, including under Section 2.7 hereof; (v) fifth, to Facility Agent, any amounts owing to Facility Agent or any the Purchaser (other than SunAmerica) for any indemnification of such Persons by Customer hereunder; (vi) sixth, concurrently, or to Servicer, Custodian, Master Servicer, SunAmerica, or any other Purchaser Representative any fees, expenses and other amounts owing for any indemnification of such person by Customer that have not otherwise be provided for in items (i)-(v) above; (vii) seventh, to Facility the Liquidity Agent on behalf of Purchasers the Purchaser), on the next succeeding Monthly Payment Date, in full payment of the accrued and unpaid Liquidity Fee for the reduction of the Aggregate Principal Outstandingrelated calendar month, an amount equal to the sum of the aggregate principal amount of Receivables scheduled to be paid for the Prior Period and the aggregate principal amount prepaid during such Prior Period; (viii) eighth, concurrentlyfourth, to the Subordinated LendersDeal Agent, their pro rata portion on the next succeeding date on which the Administrative Fee is payable under the Fee Letter, in full payment of the amount equal Administrative Fee for the following year, and fifth, to the interest Collection Agent, on the next succeeding Monthly Payment Date, in full payment of any accrued and unpaid through that day Collection Agent Fee payable with respect to the Purchased Receivables for the related calendar month. (b) Notwithstanding anything to the contrary contained in this Section 2.05 or any other provision in this Agreement, if, on any Business Day prior to the Termination Date a Coverage Shortfall Event exists, then the Seller shall remit to the Deal Agent, prior to any reinvestment of funds in Purchased Interests and in any event no later than the close of business of the Deal Agent on the Interest Capitalization Notes and third succeeding Business Day, a payment (to be applied by the Hedge Interest Capitalization NotesDeal Agent to outstanding Capital allocated to Purchase Periods selected by the Deal Agent, ratably in accordance with the unpaid amounts thereof;its sole discretion) in such amount as may be necessary to reduce outstanding Capital so that a Coverage Shortfall Event no longer exists. (ixc) ninth, concurrently, to The Purchased Interest shall be initially computed on the Subordinated Lenders, their pro rata portion date of the amount equal initial Purchase hereunder. Thereafter until the Termination Date, the Purchased Interest shall be automatically recomputed (or deemed to the interest accrued be recomputed) on each Business Day and unpaid through that day concurrently with each Capital Increase based on the Senior Subordinated Notes (to aggregate Capital then outstanding and on the extent not converted into Interest Capitalization Notes Eligible Receivables Balance and Hedge Interest Capitalization Notes), ratably in accordance with Aggregate Reserves as computed for such day. From and after the unpaid amounts thereof; and (x) tenthTermination Date, the remainderPurchased Interest, if anyas computed (or deemed recomputed) as of the close of business on the day immediately preceding the Termination Date, to Customershall remain constant until the Collection Date, on which date the Purchased Interest shall become zero.

Non-Liquidation Settlement Procedures. (a) On each day (other than a Liquidation Day) on which Collections are received in the Collection Account, Custodian shall set aside and hold all such funds in trust for the benefit of Paying Agent and the recipients described below. On each Interest Payment Date, Paying Agent will in turn transfer such funds to the recipients described below in accordance with the terms of the Paying Agent Agreement. (b) On or prior to the Business Day preceding each Cut-Off Date, Facility Agent Buyer will provide SunAmerica Customer with written notice detailing Interest owing to Facility Agent Buyer on the next succeeding Interest Payment Date, including a list of all CP Costs. If the period covered by such notice includes one or more Modified Tranche Periods, such notice shall include Facility Agent's good faith estimate of the Interest with respect to any Modified Tranche Period not ended prior to the date the notice is due; provided, that Facility Agent's notice for the succeeding period will include any necessary adjustment for any underpayment or overpayment of Interest. SunAmerica shall include such amounts in its notice to Customer pursuant to the next sentence. On or prior to each Cut-Off Date, Facility Agent, SunAmerica Buyer and each other of the Purchaser Representative Representatives will provide Customer with written notice detailing all unpaid amounts then owing by Customer to such Person (and, in the case of SunAmericaBuyer, including amounts owing to Facility Agent Buyer in respect of Interest, including, if applicable, CP Costs) under this Agreement for payment on the next succeeding Interest Payment Date in accordance with the respective priorities set forth in Sections 2.5(c) and 2.6(b) below. Any amounts not so invoiced or paid may be submitted on or before any subsequent Cut-Off Date for payment on the next succeeding Interest Payment Date. (c) On each Interest Payment Date (if no Liquidation Day shall have occurred since the last Interest Payment Date), Paying Agent shall make remittances in accordance with the terms of the Paying Agent Agreement in the following priority: (i) first, concurrently, (A) to Servicer (x) an amount equal to (i) the sums paid into the Collection Account by an Obligor for deposit into any escrow account to be maintained by Servicer, Servicer and (yii) an amount equal to the unpaid fees and expenses owing to Servicer under the Servicing Agreement with respect to for all Prior Periods, Periods and (B) to itself, an amount equal to the unpaid fees and expenses payable to Custodian and Paying Agent under this Agreement with respect to all Prior Periods; (ii) second, to Facility Agent on behalf of PurchasersBuyer, an amount equal to the Interest (less the aggregate Applicable Margin) accrued and unpaid through such day on the Aggregate Principal Outstanding; (iii) third, concurrentlyto Buyer, to SunAmerica and its designees in such proportions as are stipulated by SunAmerica from time to time, an amount equal to any other amounts (x) the aggregate Applicable Margin accrued and unpaid through such day on the other than Aggregate Principal Outstanding minus (yOutstanding) the CP Costs accrued and unpaid with respect to all Prior Periods for any previously outstanding CP Tranche; (iv) fourth, to SunAmerica, any amounts owing to SunAmerica Buyer under this Agreement, including under Section 2.7 hereof; (viv) fifth, to Facility Agent, any amounts owing to Facility Agent or any Purchaser (other than SunAmerica) for any indemnification of such Persons by Customer hereunder; (vi) sixthfourth, concurrently, to Servicer, Custodian, Master ServicerBuyer, SunAmerica, Servicer or any other Purchaser Representative any fees, expenses and other amounts owing for any indemnification of such person by Customer that have not otherwise be provided for in items (i)-(vi)-(iii) above; (viiv) seventhfifth, to Facility Agent on behalf of Purchasers Buyer for the reduction of the Aggregate Principal Outstanding, an amount equal to the sum of the aggregate principal amount of Receivables scheduled to be paid for the Prior Period and the aggregate principal amount prepaid during such Prior Period; (viiivi) eighthsixth, concurrentlyif the Aggregate Principal Outstanding is in an amount that exceeds the lesser of (1) the Facility Limit or (2) the Warehouse Asset Limit Amount, to Buyer for the Subordinated Lenders, their pro rata portion reduction of the Aggregate Principal Outstanding, an amount equal to such excess, if any; (vii) seventh, if Buyer has given Customer and Paying Agent notice of the interest accrued and unpaid through existence of monetary Potential Termination Event or a non-monetary Potential Termination Event determined by Buyer, in its sole discretion to be material or that day on the Interest Capitalization Notes and the Hedge Interest Capitalization Noteswould be material if it ripened into a Termination Event, ratably to Buyer to be held by Buyer as security for Customer’s Obligations in accordance with the unpaid amounts thereof; (ix) ninth, concurrently, to the Subordinated Lenders, their pro rata portion of the amount equal to the interest accrued and unpaid through that day on the Senior Subordinated Notes (to the extent not converted into Interest Capitalization Notes and Hedge Interest Capitalization Notes), ratably in accordance with the unpaid amounts thereofSection 2.12; and (xviii) tentheighth, the remainder, if any, to Customer.

Non-Liquidation Settlement Procedures. (a) On In respect of any Rate Tranche as to which the Termination Date has not occurred, on each day Business Day, the Collection Agent shall, out of the Collections received on the Business Day preceding such Business Day, (i) deposit into the Collection Account (and allocate to the applicable subaccount) the following amounts in the following priority: (A) an amount equal to the Yield, Fees, Liquidation Fee and Collection Agent Fee accrued through such Business Day with respect to such Rate Tranche and not so previously allocated to the Expense Subaccount (which shall be allocated to the Expense Subaccount), (B) an amount equal to any Borrowing Base Deficiency on such Business Day (calculated after giving effect to the payment of any other than a Liquidation Dayamounts previously allocated to the Capital Subaccount which are to be paid to the Group Managing Agents on such Business Day pursuant to Section 2.07(b)(ii)) (which shall be allocated to the Capital Subaccount), (C) an amount equal to the aggregate of all other amounts then accrued or owed hereunder on such Business Day by the Borrower to the Investors, the Banks, the Administrative Agent or the Group Managing Agents and not so previously allocated to the Expense Subaccount (which Collections are received shall be allocated to the Expense Subaccount), (D) an amount equal to all amounts payable with respect to any Rate Tranche for which the Termination Date has occurred on or prior to such Business Day which have not yet been deposited in the Collection AccountAccount and allocated to the applicable subaccount in accordance with Section 2.08 (which shall be allocated to the Expense Subaccount or the Capital Subaccount, Custodian as applicable) and (E) an amount equal to the amount which the Borrower shall set aside have instructed the Collection Agent to allocate to the Capital Subaccount pursuant to Section 2.07(d) (which shall be allocated to the Capital Subaccount), and hold all (ii) deposit the remainder of such funds Collections to the Borrower’s Account or as otherwise directed by the Borrower in trust for writing, unless, following the benefit of Paying Second Lien Effective Date, the Second Lien Agent delivers written instructions to the Collection Agent and the recipients described below. On each Interest Payment Date, Paying Administrative Agent will in turn transfer that such funds remaining Collections are to be applied to amounts due and owing under the recipients described below Second Lien Credit Agreement and otherwise in accordance with the terms of the Paying Second Lien Credit Agreement and the Second Lien Intercreditor Agreement, in which case the remainder of such Collections shall be remitted to the Second Lien Agent; provided that (w) no instructions by the Borrower shall direct any such Collections to be remitted to the Second Lien Agent or applied to amounts due and owing under the Second Lien Credit Agreement, (x) no such instructions by the Second Lien Agent shall be followed by the Collection Agent, (y) no such amounts shall be remitted to the Second Lien Agent or applied to amounts due and owing under the Second Lien Credit Agreement and (z) no amounts shall be remitted to the Borrower’s Account or as otherwise directed by the Borrower, in each such case, if the Release Conditions are not satisfied on such Business Day. (b) On or prior Prior to the Business Day preceding each Cut-Off Date, Facility Agent will provide SunAmerica with written notice detailing Interest owing to Facility Agent on the next succeeding Interest Payment Date, including a list of all CP Costs. If the period covered by such notice includes one or more Modified Tranche Periods, such notice shall include Facility Agent's good faith estimate occurrence of the Interest Termination Date in respect of a Rate Tranche, (i) on each Settlement Date (Yield and Fees) for such Rate Tranche, the Collection Agent shall withdraw from the Expense Subaccount and pay (x) to itself an amount equal to the accrued and unpaid Collection Agent Fee with respect to any Modified such Rate Tranche Period not ended prior and (y) to each applicable Group Managing Agent, for the Banks and Investors within its Investor Group, as described in Section 2.10, or the Administrative Agent (with respect to sums owed to the date Administrative Agent, only such Holders’ pro rata share thereof based upon the notice is due; providedratio of the aggregate Principal of the outstanding Advances of such Holders to the Facility Principal), that Facility an amount equal to all accrued Yield, Fees, Liquidation Fees and all other amounts due and payable (other than Principal) with respect to such Rate Tranche and (ii) on the Settlement Date (Capital) for each Settlement Period for such Rate Tranche, the Collection Agent shall withdraw from the Capital Subaccount (including any amounts allocated to the Capital Subaccount on such Business Day) and pay to each applicable Group Managing Agent's notice , for the succeeding period will include Holders within its Investor Group, as described in Section 2.10, an aggregate amount equal to the Borrowing Base Deficiency on such Business Day and any necessary adjustment other Principal for any underpayment or overpayment of Interest. SunAmerica shall include such amounts in its notice Rate Tranche that the Borrower elected to Customer pay on such Business Day pursuant to Section 2.07(d) (or, if less, the next sentenceaggregate amount then allocated to the Capital Subaccount). On or prior to each Cut-Off DateUpon receipt of such amounts, Facility Agent, SunAmerica and each other Purchaser Representative will provide Customer with written notice detailing all unpaid amounts owing by Customer such Group Managing Agent shall distribute them to such Person Banks, Investors, such Group Managing Agent and/or the Administrative Agent (andto the extent of such applicable Holders’ pro rata share thereof as determined above), as the case may be, in the case of SunAmerica, including amounts owing to Facility Agent in respect of Interest, including, if applicable, CP Costs) under this Agreement for payment on the next succeeding Interest Payment Date in accordance with the respective priorities set forth in Sections 2.5(c) and 2.6(b) below. Any amounts not so invoiced or paid may be submitted on or before any subsequent Cut-Off Date for payment on the next succeeding Interest Payment Datethereof. (c) On each Interest Payment Date (if no Liquidation If, on any Business Day on which Collections are to be withdrawn from the Expense Subaccount and applied to make payments pursuant to Section 2.07(b)(i) in respect of any Rate Tranche, there shall have occurred since be insufficient funds allocated to the last Interest Payment Date)Expense Subaccount to make such payments in full, Paying Agent such amounts shall make remittances in accordance with the terms of the Paying Agent Agreement be paid pursuant to Section 2.07(b)(i) in the following order of priority: : (i) first, concurrently, (A) to Servicer (x) an amount equal to the sums paid into the Collection Account by an Obligor for deposit into any escrow account to be maintained by Servicer, and (y) an amount equal to the unpaid fees and expenses owing to Servicer under the Servicing Agreement with respect to all Prior Periods, and (B) to itself, an amount equal to the unpaid fees and expenses payable accrued Yield required to Custodian and Paying Agent under this Agreement with respect to all Prior Periods; be paid on such Business Day, (ii) second, to Facility Agent on behalf of Purchasers, an amount equal to the Interest (less the aggregate Applicable Margin) accrued and unpaid through Collection Agent Fee required to be paid on such day on the Aggregate Principal Outstanding; Business Day, (iii) third, concurrently, to SunAmerica and its designees in such proportions as are stipulated by SunAmerica from time to time, an amount equal to (x) the aggregate Applicable Margin accrued and unpaid through such day on the Aggregate Principal Outstanding minus (y) the CP Costs accrued and unpaid with respect to all Prior Periods for any previously outstanding CP Tranche; (iv) fourth, to SunAmerica, any amounts owing to SunAmerica under this Agreement, including under Section 2.7 hereof; (v) fifth, to Facility Agent, any amounts owing to Facility Agent or any Purchaser (other than SunAmerica) for any indemnification of such Persons by Customer hereunder; (vi) sixth, concurrently, to Servicer, Custodian, Master Servicer, SunAmerica, or any other Purchaser Representative any fees, expenses and other amounts owing for any indemnification of such person by Customer that have not otherwise be provided for in items (i)-(v) above; (vii) seventh, to Facility Agent on behalf of Purchasers for the reduction of the Aggregate Principal Outstanding, an amount equal to the sum of the aggregate principal amount of Receivables scheduled accrued Fees and Liquidation Fees required to be paid for the Prior Period on such Business Day, and the aggregate principal amount prepaid during such Prior Period; (viiiiv) eighthfourth, concurrently, to the Subordinated Lenders, their pro rata portion of the an amount equal to the interest all other amounts accrued and unpaid through that day required to be paid hereunder or under the Fee Letters on such Business Day by the Interest Capitalization Notes and the Hedge Interest Capitalization Notes, ratably in accordance with the unpaid amounts thereof; (ix) ninth, concurrently, Borrower to the Subordinated LendersInvestors, their pro rata portion of the amount equal to Banks, the interest accrued and unpaid through that day on the Senior Subordinated Notes Administrative Agent (to the extent not converted of such applicable Holders’ pro rata share thereof as determined above) or the Group Managing Agents. (d) On any Business Day prior to the Termination Date in respect of all Rate Tranches, the Borrower may instruct the Collection Agent to deposit in the Collection Account and allocate to the Capital Subaccount all or a portion of the Collections otherwise to be deposited into Interest Capitalization Notes and Hedge Interest Capitalization Notesthe Borrower’s Account or as directed by the Borrower pursuant to Section 2.07(a), in each case, to be paid to the Group Managing Agents pursuant to Section 2.07(b)(ii). Upon at least one Business Day’s prior notice to the Group Managing Agents and the Collection Agent, the Borrower may by delivery of an officer’s certificate delivered by 3:00 p.m. (New York City time) (i) on any Business Day prior to the Termination Date in respect of all Rate Tranches, instruct the Collection Agent to distribute an amount of funds so allocated to the Capital Subaccount, ratably to the account of each Group Managing Agent for the ratable payment of the Principal of the outstanding Advances or Advances included within such Rate Tranche to the relevant Investors and Banks or (ii) designate a Liquidation Date with respect to any Rate Tranche, in accordance which case all payments with respect to such Rate Tranche shall be made pursuant to Section 2.08. (e) Upon at least one Business Day’s prior notice to the Borrower and the Collection Agent, the Majority Group Managing Agents may, on any Business Day prior to the Termination Date in respect of all Rate Tranches, designate a Liquidation Date with respect to any Rate Tranche during any period when the Borrower cannot satisfy the Release Conditions, in which case all payments with respect to such Rate Tranche shall be made pursuant to Section 2.08. (f) In the event that a Termination Date has occurred with respect to one or more Rate Tranches, but not with respect to all Rate Tranches, with the unpaid amounts thereof; and (x) tenthresult that Collections are to be identified and set aside pursuant to both Sections 2.07 and 2.08, Collections shall be allocated between Sections 2.07 and 2.08 in proportion to the remainderaggregate Principal of the Rate Tranches subject to Section 2.07 and 2.08, if any, to Customerrespectively.