Common use of Order of Application Clause in Contracts

Order of Application. Upon receipt by the SPV of funds deposited to the Collection Account pursuant to Section 2.12(b), the Servicer or, following the occurrence and during the continuance of a Potential Termination Event or Termination Event, the Agent shall distribute them to the Persons, for the purposes and in the order of priority set forth below: (i) to the Agent, for the benefit of each Managing Agent, pro rata based on the amount of accrued and unpaid Yield owing to such Managing Agent’s Investor Group, in payment of the accrued and unpaid Yield and Program Fee on all Portions of Investment and for the related Rate Period and the Facility Fee then due and owing; (ii) if an Originator or any Affiliate of an Originator is not then the Servicer, to the Servicer, in payment of the accrued and unpaid Servicing Fee then due and owing on such Settlement Date; (iii) to the Agent, for the benefit of each Managing Agent, (A) prior to the Termination Date, except as otherwise provided in Section 2.17, pro rata based upon the Net Investment attributable to such Managing Agent’s Investor Group in reduction of the outstanding Net Investment, an amount equal to the sum of (x) the positive difference (if any) of (I) the sum of the Net Investment plus the Required Reserves minus (II) the Net Pool Balance and (y) the amount of any optional reduction of the Net Investment specified by the SPV in accordance with Section 2.13, and (B) on or after the Termination Date, pro rata based upon the Net Investment attributable to such Managing Agent’s Investor Group in reduction of the outstanding Net Investment, an amount equal to the outstanding Net Investment; (iv) to the Agent, and to the Agent for the benefit of each other Secured Party as such Secured Party may be entitled to such payment, pro rata based on the amounts due and owing to each of them, in payment of any other Aggregate Unpaids (other than Net Investment not then due and owing) then due and owing by the SPV hereunder to such Person (including, without limitation, any amounts owed pursuant to Section 9.3 hereof) (in each case, without duplication); (v) if an Originator or any Affiliate of an Originator is the Servicer, to the Servicer in payment of the accrued Servicing Fee then due and owing on such Settlement Date, to the extent not paid pursuant to clause (ii) above or retained pursuant to Section 2.12(b) above; and (vi) to the SPV, any remaining amounts.

Order of Application. Upon receipt by The Master Servicer (or the SPV of funds deposited to the Collection Account Agent if pursuant to Section 2.12(b), the Servicer or, following the occurrence and during the continuance of a Potential Termination Event or Termination Event, it has taken control of the Agent Blocked Accounts) shall distribute them the funds to be paid pursuant to subsection (b) to the Persons, for the purposes and in the order of priority set forth below: (i) first, to the Agent, for the benefit of each Managing Agent, pro rata based on the amount of accrued and unpaid Yield owing to such Managing Agent’s Investor Group, in payment of the accrued and unpaid Yield and Program Fee on all Portions of Investment Investment, the Program Fee and the Commitment Fee for the related Rate Period (or calendar month for Portions of Investment with daily Rate Periods), and second, to each Letter of Credit Issuer, for its own account, the Facility Fee then Letter of Credit Fees due and owingto it; (ii) if an Originator or any Affiliate of an Originator is not then the Master Servicer, to the Master Servicer, in payment of the accrued and unpaid Servicing Fee then due and owing payable on such Settlement Date; (iii) first, to the Agent, for the benefit of each Managing Agent, Agent (A) prior to the Termination Date, except as otherwise provided in Section 2.17, pro rata based upon the Net Investment attributable to such Managing Agent’s Investor Group in reduction of the outstanding Net Investment, an amount equal to the sum of (x) the positive difference (if any) of (I) the sum of the Net Investment plus the Required Reserves minus (II) the Net Pool Balance and (y) the amount of any optional reduction of the Net Investment specified by the SPV in accordance with Section 2.13, and (B) on or after the Termination Date, pro rata based upon the Net Investment attributable to such Managing Agent’s Investor Group in reduction of the outstanding Net Investment, an amount equal to the outstanding Net Investment; (iv) to , and second, for deposit in a segregated account with the Agent, and (A) prior to the Agent for Termination Date, an amount necessary to Cash Collateralize the benefit Letter of each other Secured Party Credit Liability as such Secured Party may be entitled to such payment, pro rata based on the amounts due and owing to each of them, in payment of any other Aggregate Unpaids (other than Net Investment not then due and owing) then due and owing by the SPV hereunder to such Person (including, without limitation, any amounts owed required pursuant to Section 9.3 hereof2.17 and (B) on or after the Termination Date, an amount equal to (I) the amount necessary to Cash Collateralize the Letter of Credit Liability in each case, without duplication); full plus (vII) if an Originator or any Affiliate of an Originator is the Servicer, amount equal to the Servicer in payment of the accrued Servicing L/C Fee then due and owing on such Settlement Date, to the extent not paid pursuant to clause (ii) above or retained pursuant to Section 2.12(b) above; and (vi) to the SPV, any remaining amounts.Expectation;

Order of Application. Upon receipt by the SPV a Class Agent on any Yield Payment Date of funds deposited pursuant to subsection (b)(iii)(A) above, such Class Agent shall distribute them to the Collection Account Investors in its Class, pro rata based on the amount of accrued and unpaid Yield owing to each of them, in payment of the accrued and unpaid Yield on the related Portions of Investment for the related Rate Period. Upon receipt by a Class Agent of funds deposited pursuant to Section 2.12(bany other provision of subsection (b), the Servicer or, following the occurrence and during the continuance of a Potential Termination Event or Termination Event, the such Class Agent shall distribute them to the Persons, for the purposes and in the order of priority set forth below: (i) to the Agent, for the benefit of each Managing Agentrelated Investors, pro rata based on the amount of accrued and unpaid Yield Yield, Program Fee and Facility Fee owing to such Managing Agent’s Investor Groupeach of them, in payment of the accrued and unpaid Yield and Yield, Program Fee and Facility Fee on all the Portions of Investment and for the related Rate Period and the Facility Fee then due and owingfor such Class; (ii) if an Originator the Seller or any Affiliate of an the Originator is not then the Servicer, to the Servicer, Servicer in payment of the related Class Pro Rata Share of the accrued and unpaid Servicing Fee then due and owing payable on such Settlement Date; (iii) to the Agentrelated Investors, for pro rata based on their respective interests in the benefit Asset Interest (based upon the respective portions of the Class Net Investment owned by each Managing Agent, (Aof them) prior to the Termination Date, except as otherwise provided in Section 2.173.3(b), pro rata based upon the Net Investment attributable to such Managing Agent’s Investor Group in reduction of the outstanding Net Investment, an amount equal to the sum of (x) the positive difference (if any) of (I) the sum of the Net Investment plus the Required Reserves minus (II) the Net Pool Balance and (y) the amount of any optional reduction of the Net Investment specified by the SPV in accordance with Section 2.13, and (B) on or after the Termination Date, pro rata based upon the Net Investment attributable to such Managing Agent’s Investor Group in reduction of the outstanding Net Investment, an amount equal to the outstanding related Class Net Investment; (iv) to the Agent, and to itself, the Agent for the benefit of each related Investors or such other Secured Party Person as such Secured Party may be entitled to such payment, pro rata based on the amounts due and owing to each of them, in payment of the related Class Pro Rata Share of any other Aggregate Unpaids (other than Net Investment not then due and owing) then due and owing owed by the SPV hereunder to such Person (includingother than Net Investment, without limitation, any amounts owed pursuant to Section 9.3 hereof) (in each case, without duplicationYield and Servicing Fee);; and (v) if an Originator the Seller or any Affiliate of an the Originator is the Servicer, to the Servicer in payment of the related Class Pro Rata Share of the accrued Servicing Fee then due and owing payable on such Settlement Date, to the extent not paid pursuant to clause (ii) above or retained pursuant to Section 2.12(bsubsection (b) above; and (vi) to the SPV, any remaining amounts.

Order of Application. Upon receipt by the SPV Agent of funds deposited to transferred by the Collection Account Servicer pursuant to Section 2.12(b), the Servicer or, following the occurrence and during the continuance of a Potential Termination Event or Termination Event, the Agent shall distribute them to the Persons, for the purposes and in the order of priority set forth below: (i) to the AgentServicer, for in payment of the benefit of accrued and unpaid Servicing Fee then due and owing on such Settlement Date; (ii) to each Managing Agent, pro rata based on the amount of accrued and unpaid Yield owing to such Managing Agent’s Investor Group, in payment of the accrued and unpaid Yield and Program Fee on all Portions of Investment Rate Tranches and for the related Rate Period and the Facility Unused Fee then due and owing; (ii) if an Originator or any Affiliate of an Originator is not then the Servicer, to the Servicer, in payment of the accrued and unpaid Servicing Fee then due and owing on such Settlement Date; (iii) to the Agent, for the benefit of each Managing Agent, Agent (A) prior to the Termination Date, except as otherwise provided in Section 2.17, pro rata based upon the Net Investment attributable to such Managing Agent’s Investor Group in reduction of the outstanding Net InvestmentInvestment of such Managing Agent’s Investor Group, an amount equal to the sum of (x) the positive difference (if any) of (I) the sum of the Aggregate Net Investment plus the Required Reserves minus (II) the Net Pool Balance and Balance, (y) the amount of any optional reduction of the Net Investment specified by the SPV in accordance with Section 2.132.13 and (z) the positive difference (if any) of (I) the sum of the Net Investment plus the product of the U.S. Share and the Required Reserves minus (II) the product of the U.S. Share and the Net Pool Balance, and (B) on or after the Termination Date, pro rata based upon the Net Investment attributable to such Managing Agent’s Investor Group in reduction of the outstanding Net Investment, an amount equal to the outstanding Net Investment; (iv) to the Agent, Agent and to the Agent for the benefit of each other Secured Party as such Secured Party may be entitled to such payment, pro rata based on the amounts then due and owing to each of them, in payment of any other Aggregate Unpaids (other than Net Investment not then due and owing) then due and owing by the SPV hereunder to such Person (including, without limitation, any amounts owed pursuant to Section 9.3 hereof) (in each case, without duplication); (v) if an Originator or any Affiliate of an Originator is the Servicer, to the Servicer in payment of the accrued Servicing Fee CF Agent any amounts then due and owing on such Settlement Date, to the extent CF Secured Parties (other than the Agent) that have not otherwise been paid pursuant to clause (iiSection 2.12(c) above or retained pursuant to Section 2.12(b) aboveof the CF Transfer Agreement; and (vi) to the SPV, any remaining amountsamounts in reduction of the Aggregate DPP. (i) All Investments shall be repaid in U.S. Dollars, (ii) all payments of amounts due and owing in Canadian Dollars shall be made from Collections in Canadian Dollars to the extent there are sufficient Collections in Canadian Dollars to make all such payments, and (iii) all payments of amounts due and owing in U.S. Dollars shall be made from Collections in U.S. Dollars to the extent there are sufficient Collections in U.S. Dollars to make all such payments. If Collections in U.S. Dollars are insufficient to pay any amounts due and payable in U.S. Dollars, then the SPV shall exchange available Collections in Canadian Dollars from Canadian Dollars to U.S. Dollars at the applicable Spot Rate on such day for application in accordance with this Section 2.12 and the terms hereof. If Collections in Canadian Dollars are insufficient to pay any amounts due and payable in Canadian Dollars, then the SPV shall exchange available Collections in U.S. Dollars to Canadian Dollars at the applicable Spot Rate on such day for application in accordance with this Section 2.12 and the terms hereof.

Order of Application. Upon receipt by the SPV Agent of funds deposited to the Collection Account pursuant to Section 2.12(b), the Servicer or, following the occurrence and during the continuance of a Potential Termination Event or Termination Event, the Agent shall distribute them to the Persons, for the purposes and in the order of priority set forth below: (i) to the Agent, for the benefit of each Managing Agent, pro rata based on the amount of accrued and unpaid Yield owing to such Managing Agent’s Investor Group, in payment of the accrued and unpaid Yield and Program Fee on all Portions of Investment and for the related Rate Period and the Facility Fee then due and owing; (ii) if an Originator or any Affiliate of an Originator is not then the Servicer, to the Servicer, in payment of the accrued and unpaid Servicing Fee then due and owing on such Settlement Date; (iii) to the Agent, for the benefit of each Managing Agent, Agent (A) prior to the Termination Date, except as otherwise provided in Section 2.17, pro rata based upon the Net Investment attributable to such Managing Agent’s Investor Group in reduction of the outstanding Net Investment, an amount equal to the sum of (x) the positive difference (if any) of (I) the sum of the Net Investment plus the Required Reserves minus (II) the Net Pool Balance and (y) the amount of any optional reduction of the Net Investment specified by the SPV in accordance with Section 2.13, and (B) on or after the Termination Date, pro rata based upon the Net Investment attributable to such Managing Agent’s Investor Group in reduction of the outstanding Net Investment, an amount equal to the outstanding Net Investment; (iv) to the Agent, Agent and to the Agent for the benefit of each other Secured Party as such Secured Party may be entitled to such payment, pro rata based on the amounts due and owing to each of them, in payment of any other Aggregate Unpaids (other than Net Investment not then due and owing) then due and owing by the SPV hereunder to such Person (including, without limitation, any amounts owed pursuant to Section 9.3 hereof) (in each case, without duplication); (v) if an Originator or any Affiliate of an Originator is the Servicer, to the Servicer in payment of the accrued Servicing Fee then due and owing on such Settlement Date, to the extent not paid pursuant to clause (ii) above or retained pursuant to Section 2.12(b) above; and (vi) to the SPV, any remaining amounts.

Order of Application. Upon receipt by The Servicer (or the SPV of funds deposited to the Collection Account Agent if pursuant to Section 2.12(b), the Servicer or, following the occurrence and during the continuance of a Potential Termination Event or Termination Event, it has taken control of the Agent Blocked Accounts) shall distribute them the funds to be paid pursuant to subsection (b) to the Persons, for the purposes and in the order of priority set forth below: (i) first, to the Agent, for the benefit of each Managing Agent, pro rata based on the amount of accrued and unpaid Yield owing to such Managing Agent’s Investor Group, in payment of the accrued and unpaid Yield and Program Fee on all Portions of Investment Investment, the Program Fee and the Facility Fee for the related Rate Period (or calendar month for Portions of Investment with daily Rate Periods), and second, to each Letter of Credit Issuer, for its own account, the Facility Fee then Letter of Credit Fees due and owingto it; (ii) if an Originator or any Affiliate of an Originator is not then the Servicer, to the Servicer, in payment of the accrued and unpaid Servicing Fee then due and owing payable on such Settlement Date; (iii) first, to the Agent, for the benefit of each Managing Agent, Agent (A) prior to the Termination Date, except as otherwise provided in Section 2.17, pro rata based upon the Net Investment attributable to such Managing Agent’s Investor Group in reduction of the outstanding Net Investment, an amount equal to the sum of (x) the positive difference (if any) of (I) the sum of the Net Investment plus the Required Reserves minus (II) the Net Pool Balance and (y) the amount of any optional reduction of the Net Investment specified by the SPV in accordance with Section 2.13, and (B) on or after the Termination Date, pro rata based upon the Net Investment attributable to such Managing Agent’s Investor Group in reduction of the outstanding Net Investment, an amount equal to the outstanding Net Investment; (iv) to , and second, for deposit in a segregated account with the Agent, and an amount necessary to Cash Collateralize the Agent for the benefit Letter of each other Secured Party Credit Liability as such Secured Party may be entitled to such payment, pro rata based on the amounts due and owing to each of them, in payment of any other Aggregate Unpaids (other than Net Investment not then due and owing) then due and owing by the SPV hereunder to such Person (including, without limitation, any amounts owed required pursuant to Section 9.3 hereof) (in each case, without duplication)2.17; (v) if an Originator or any Affiliate of an Originator is the Servicer, to the Servicer in payment of the accrued Servicing Fee then due and owing on such Settlement Date, to the extent not paid pursuant to clause (ii) above or retained pursuant to Section 2.12(b) above; and (vi) to the SPV, any remaining amounts.

Order of Application. Upon receipt by the SPV Agent of funds deposited to the Collection Account pursuant to Section 2.12(b), the Servicer or, following the occurrence and during the continuance of a Potential Termination Event or Termination Event, the Agent shall distribute them to the Persons, for the purposes and in the order of priority set forth below: (i) to the Agent, for the benefit of each Managing Agent, pro rata based on the amount of accrued and unpaid Yield owing to such Managing Agent’s Investor Group, in payment of the accrued and unpaid Yield and Program Fee on all Portions of Investment and for the related Rate Period and the Facility Fee then due and owing; (ii) if an Originator or any Affiliate of an Originator is not then the Servicer, to the Servicer, in payment of the accrued and unpaid Servicing Fee then due and owing on such Settlement Date; (iii) to the Agent, for the benefit of each Managing Agent, Agent (A) prior to the Termination Date, except as otherwise provided in Section 2.17, pro rata based upon the Net Investment attributable to such Managing Agent’s Investor Group in reduction of the outstanding Net Investment, an amount equal to the sum of (x) the positive difference (if any) of (I) the sum of the Net Investment plus the Required Reserves minus (II) the Net Pool Balance and (y) the amount of any optional reduction of the Net Investment specified by the SPV in accordance with Section 2.13, and (B) on or after the Termination Date, pro rata based upon the Net Investment attributable to such Managing Agent’s Investor Group in reduction of the outstanding Net Investment, an amount equal to the outstanding Net Investment; (iv) to the Agent, Agent and to the Agent for the benefit of each other Secured Party as such Secured Party may be entitled to such payment, pro rata based on the amounts due and owing to each of them, in payment of any other Aggregate Unpaids (other than Net Investment not then due and owing) then due and owing by the SPV hereunder to such Person (including, without limitation, any amounts owed pursuant to Section 9.3 hereof) (in each case, without duplication); (v) if an Originator or any Affiliate of an Originator is the Servicer, to the Servicer in payment of the accrued Servicing Fee then due and owing on such Settlement Date, to the extent not paid pursuant to clause (ii) above or retained pursuant to Section 2.12(b) above; and (vi) to the SPV, any remaining amounts.

Order of Application. Upon receipt by the SPV Agent of funds deposited to transferred by the Collection Account Servicer pursuant to Section 2.12(b), the Servicer or, following the occurrence and during the continuance of a Potential Termination Event or Termination Event, the Agent shall distribute them to the Persons, for the purposes and in the order of priority set forth below: (i) to the AgentServicer, for in payment of the benefit of accrued and unpaid Servicing Fee then due and owing on such Settlement Date; (ii) to each Managing Agent, pro rata based on the amount of accrued and unpaid Yield owing to such Managing Agent’s Investor Group, in payment of the accrued and unpaid Yield and Program Fee on all Portions of Investment Rate Tranches and for the related Rate Period and the Facility Fee then due and owing; (ii) if an Originator or any Affiliate of an Originator is not then the Servicer, to the Servicer, in payment of the accrued and unpaid Servicing Fee then due and owing on such Settlement Date; (iii) to the Agent, for the benefit of each Managing Agent, Agent (A) prior to the Termination Date, except as otherwise provided in Section 2.17, pro rata based upon the Net Investment attributable to such Managing Agent’s Investor Group in reduction of the outstanding Net InvestmentInvestment of such Managing Agent’s Investor Group, an amount equal to the sum of (x) the positive difference (if any) of (I) the sum of the Aggregate Net Investment plus the Required Reserves minus (II) the Net Pool Balance and Balance, (y) the amount of any optional reduction of the Net Investment specified by the SPV in accordance with Section 2.132.13 and (z) the positive difference (if any) of (I) the sum of the Net Investment plus the product of the Canadian Share and the Required Reserves minus (II) the product of the Canadian Share and the Net Pool Balance, and (B) on or after the Termination Date, pro rata based upon the Net Investment attributable to such Managing Agent’s Investor Group in reduction of the outstanding Net Investment, an amount equal to the outstanding Net Investment; (iv) to the Agent, Agent and to the Agent for the benefit of each other Secured Party as such Secured Party may be entitled to such payment, pro rata based on the amounts then due and owing to each of them, in payment of any other Aggregate Unpaids (other than Net Investment not then due and owing) then due and owing by the SPV hereunder to such Person (including, without limitation, any amounts owed pursuant to Section 9.3 hereof) (in each case, without duplication); (v) if an Originator or any Affiliate of an Originator is the Servicer, to the Servicer in payment of the accrued Servicing Fee U.S. Agent any amounts then due and owing on such Settlement Date, to the extent U.S. Secured Parties (other than the Agent) that have not otherwise been paid pursuant to clause (iiSection 2.12(c) above or retained pursuant to Section 2.12(b) aboveof the U.S. Transfer Agreement; and (vi) to the SPV, any remaining amountsamounts in reduction of the Aggregate DPP. (i) All Investments shall be repaid in Canadian Dollars, (ii) all payments of amounts due and owing in Canadian Dollars shall be made from Collections in Canadian Dollars to the extent there are sufficient Collections in Canadian Dollars to make all such payments, and (iii) all payments of amounts due and owing in U.S. Dollars shall be made from Collections in U.S. Dollars to the extent there are sufficient Collections in U.S. Dollars to make all such payments. If Collections in U.S. Dollars are insufficient to pay any amounts due and payable in U.S. Dollars, then the SPV shall exchange available Collections in Canadian Dollars from Canadian Dollars to U.S. Dollars at the applicable Spot Rate on such day for application in accordance with this Section 2.12 and the terms hereof. If Collections in Canadian Dollars are insufficient to pay any amounts due and payable in Canadian Dollars, then the SPV shall exchange available Collections in U.S. Dollars to Canadian Dollars at the applicable Spot Rate on such day for application in accordance with this Section 2.12 and the terms hereof.

Order of Application. Upon receipt by the SPV Group Agents on any Settlement Date of funds deposited pursuant to subsection (b) and owed to the Collection Account pursuant to Section 2.12(b)Investors, the Servicer or, following the occurrence and during the continuance of a Potential Termination Event or Termination Event, the each Group Agent shall distribute them to the Persons, for the purposes and in the order of priority set forth below:; provided that with respect to all payments to Persons other than any member of its Investor Group, each Group Agent shall be obligated to pay the amounts set forth below out of such funds ratably with each other Group Agent, based on the Investor Group Percentage of the Investor Group of such Group Agent): (i) to the Collection Agent in payment of the accrued and unpaid Collection Agent Fee (to the extent not retained pursuant to subsection b above); (ii) to the payment of transaction expenses, in an aggregate amount not to exceed $100,000, incurred by any party hereto (such amounts to be paid ratably among such parties) in connection with any replacement of the Collection Agent, for ; (iii) to the benefit of each Managing AgentInvestors in its Investor Group, pro rata based on the amount of accrued and unpaid Yield owing to such Managing Agent’s Investor Groupeach of them, in payment of the accrued and unpaid Yield and Program Fee on all Portions of Investment and for the related Rate Period and the Facility Fee then due and owing; (ii) if an Originator or any Affiliate of an Originator is not then the Servicer, to the Servicer, in payment of the accrued and unpaid Servicing Fee then due and owing on such Settlement Date; (iii) to the Agent, for the benefit of each Managing Agent, (A) prior to the Termination Date, except as otherwise provided in Section 2.17, pro rata based upon the Net Investment attributable to such Managing Agent’s Investor Group in reduction of the outstanding Net Investment, an amount equal to the sum of (x) the positive difference (if any) of (I) the sum of the Net Investment plus the Required Reserves minus (II) the Net Pool Balance and (y) the amount of any optional reduction of the Net Investment specified by the SPV in accordance with Section 2.13, and (B) on or after the Termination Date, pro rata based upon the Net Investment attributable to such Managing Agent’s Investor Group in reduction of the outstanding Net Investment, an amount equal to the outstanding Net InvestmentPeriod; (iv) to the Agent, to itself as Group Agent and to the Investors in its Investor Group, pro rata,with respect to each such Investor, based on the amount of accrued and unpaid Commitment Fees and Usage Fees owing to each such Investor, all accrued and unpaid Commitment Fees and Usage Fees and other fees owing to each of them under the Agent for Fee Letter; (v) to the benefit of each other Secured Party as such Secured Party may be entitled to such paymentInvestors in its Investor Group, pro rata based on their respective interests in the amounts due and owing to each of themAsset Interest (as determined in accordance with Section 2.1(b)), in payment of any other Aggregate Unpaids (other than Net Investment not then due and owing) then due and owing by the SPV hereunder to such Person (including, without limitation, any amounts owed pursuant to Section 9.3 hereof) (in each case, without duplication); (v) if an Originator or any Affiliate of an Originator is the Servicer, to the Servicer in payment reduction of the accrued Servicing Fee then due and owing on such Settlement Date, to the extent not paid pursuant to clause (ii) above or retained pursuant to Section 2.12(b) aboveNet Investment; and (vi) to the SPVAgent, itself as Group Agent, the Administrators, the applicable Investors or such other Person as may be entitled to such payment, in payment of any remaining amountsother accrued and unpaid Aggregate Unpaids then due and payable by the Seller hereunder to such Person (other than amounts paid pursuant to clauses (i) through (v) above).

Order of Application. Upon receipt by the SPV of funds deposited to the Collection Account pursuant to Section 2.12(b), the Servicer or, following the occurrence and during the continuance of a Potential Termination Event or Termination Event, the Agent shall distribute them to the Persons, for the purposes and in the order of priority set forth below: (i) to the Agent, for the benefit of each Managing Agent, pro rata based on the amount of accrued and unpaid Yield owing to such Managing Agent’s Investor Group, in payment of the accrued and unpaid Yield and Program Fee on all Portions of Investment and for the related Rate Period and the Facility Fee then due and owing; (ii) if an Originator or any Affiliate of an Originator is not then the Servicer, to the Servicer, in payment of the accrued and unpaid Servicing Fee then due and owing on such Settlement Date; (iii) to the Agent, for the benefit of each Managing Agent, Agent (A) prior to the Termination Date, except as otherwise provided in Section 2.17, pro rata based upon the Net Investment attributable to such Managing Agent’s Investor Group in reduction of the outstanding Net Investment, an amount equal to the sum of (x) the positive difference (if any) of (I) the sum of the Net Investment plus the Required Reserves minus (II) the Net Pool Balance and (y) the amount of any optional reduction of the Net Investment specified by the SPV in accordance with Section 2.13, and (B) on or after the Termination Date, pro rata based upon the Net Investment attributable to such Managing Agent’s Investor Group in reduction of the outstanding Net Investment, an amount equal to the outstanding Net Investment; (iv) to the Agent, Agent and to the Agent for the benefit of each other Secured Party as such Secured Party may be entitled to such payment, pro rata based on the amounts due and owing to each of them, in payment of any other Aggregate Unpaids (other than Net Investment not then due and owing) then due and owing by the SPV hereunder to such Person (including, without limitation, any amounts owed pursuant to Section 9.3 hereof) (in each case, without duplication); (v) if an Originator or any Affiliate of an Originator is the Servicer, to the Servicer in payment of the accrued Servicing Fee then due and owing on such Settlement Date, to the extent not paid pursuant to clause (ii) above or retained pursuant to Section 2.12(b) above; and (vi) to the SPV, any remaining amounts.. 41