Common use of Payment of Amounts Set Aside Clause in Contracts

Payment of Amounts Set Aside. (i) Master Servicer shall pay all amounts of Collections set aside and held in trust pursuant to clause (i) of Section 1.3(a) in respect of Yield on a Rate Tranche not funded by the issuance of Commercial Paper Notes (including under a Liquidity Agreement or an Enhancement Agreement) to the applicable Purchaser Agent on the last day of the then current Yield Period for such Rate Tranche based on information provided by such Purchaser Agent pursuant to Article II, or during the Liquidation Period or after the occurrence of an Event of Termination that has not been waived in accordance with this Agreement, on such earlier date or dates as any such Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master Servicer. (ii) Master Servicer shall pay all amounts of Collections set aside and held in trust pursuant to clause (i) of Section 1.3(a) above and not applied pursuant to clause (i) of this Section 1.3(c) to the applicable Purchaser Agent on the Settlement Date for each Settlement Period, as provided in Section 3.1, or during the Liquidation Period or after the occurrence of an Event of Termination that has not been waived in accordance with this Agreement, on such earlier date or dates as any such Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master Servicer. (iii) Master Servicer shall pay all amounts set aside and held in trust pursuant to Section 1.3(b) above (and not otherwise applied pursuant to the last sentence of such Section) to the applicable Purchaser Agent for the account of the Affected Parties (A) on the last day of the then current Yield Period for any Rate Tranche not funded by the issuance of Commercial Paper Notes in an amount not exceeding each Committed Purchaser’s Tranche Investment of such Rate Tranche (based on information provided by the applicable Purchaser Agent pursuant to Article II), and (B) on the Settlement Date for each Settlement Period, as provided in Section 3.1, in an amount not exceeding each Conduit Purchaser’s Tranche Investment of the Rate Tranche funded by Commercial Paper Notes (based on information provided by the applicable Purchaser Agent pursuant to Article II), or, in the case of clause (A) or clause (B) above, during the Liquidation Period or after the occurrence of an Event of Termination that has not been waived in accordance with this Agreement, on such earlier date or dates as any Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master Servicer.

Payment of Amounts Set Aside. (i) Master Servicer shall pay all amounts of Collections set aside and held in trust pursuant to clause (i) of Section 1.3(a) in respect of Yield on a Rate Tranche not funded by the issuance of Commercial Paper Notes (including under a Liquidity Agreement or an Enhancement Agreement) to the applicable Purchaser Agent on the last day of the then current Yield Period for such Rate Tranche based on information provided by such Purchaser Agent pursuant to Article II, or during the Liquidation Period or after the occurrence of an Event of Termination Default that has not been waived in accordance with this Agreement, on such earlier date or dates as any such Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master Servicer. (ii) Master Servicer shall pay all amounts of Collections set aside and held in trust pursuant to clause (i) of Section 1.3(a) above and not applied pursuant to clause (i) of this Section 1.3(c) to the applicable Purchaser Agent on the Settlement Date for each Settlement Period, as provided in Section 3.1, or during the Liquidation Period or after the occurrence of an Event of Termination Default that has not been waived in accordance with this Agreement, on such earlier date or dates as any such Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master Servicer. (iii) Master Servicer shall pay all amounts set aside and held in trust pursuant to Section 1.3(b) above (and not otherwise applied pursuant to the last sentence of such Section) to the applicable Purchaser Agent for the account of the Affected Parties (A) on the last day of the then current Yield Period for any Rate Tranche not funded by the issuance of Commercial Paper Notes in an amount not exceeding each Committed Purchaser’s Tranche Investment of such Rate Tranche (based on information provided by the applicable Purchaser Agent pursuant to Article II), and (B) on the Settlement Date for each Settlement Period, as provided in Section 3.1, in an amount not exceeding each Conduit Purchaser’s Tranche Investment of the Rate Tranche funded by Commercial Paper Notes (based on information provided by the applicable Purchaser Agent pursuant to Article II), or, in the case of clause (A) or clause (B) above, during the Liquidation Period or after the occurrence of an Event of Termination Default that has not been waived in accordance with this Agreement, on such earlier date or dates as any Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master Servicer.

Payment of Amounts Set Aside. (i) Master Servicer shall pay all amounts of Collections set aside and held in trust pursuant to clause (iii) of Section 1.3(a) in respect of Yield on a Rate Tranche not funded by the issuance of Commercial Paper Notes (including under a Liquidity Agreement or an Enhancement Agreement) to the applicable Purchaser Agent on the last day of the then current Yield Period for such Rate Tranche based on information provided by such each applicable Purchaser Agent pursuant to Article II, or during the Liquidation Period or after the occurrence of an Event of Termination that has not been waived in accordance with this Agreement, on such earlier date or dates as any such Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master ServicerSection 2.5. (ii) Master Servicer shall pay all amounts of Collections set aside and held in trust pursuant to clause (iii) of Section 1.3(a) above and not applied pursuant to clause (i) of this Section 1.3(c) to the applicable Purchaser Agent on the Settlement Date for each Settlement Period, as provided in Section 3.1, or during the Liquidation Period or after the occurrence of an any Event of Termination Default that has not been waived in accordance with the terms of this Agreement, on such earlier date or dates as Agent or any such applicable Purchaser Agent shall require on at least two one (21) Business Days’ Day’s prior written notice to Master Servicer. (iii) Master Servicer shall pay all amounts set aside and held in trust pursuant to Section 1.3(b) above (and not otherwise applied pursuant to the last sentence of such Section) to the applicable Purchaser Agent for the account of the Affected Parties applicable Purchasers, the applicable LOC Issuer or as otherwise required hereunder (A) on the last day of the then current Yield Period for any Rate Tranche not funded by the issuance of Commercial Paper Notes in an amount not exceeding each Committed Purchaser’s Tranche Investment of such Rate Tranche (based on information provided by the each applicable Purchaser Agent pursuant to Article IISection 2.5), and (B) on the Settlement Date for each Settlement Period, as provided in Section 3.1, in an amount not exceeding each Conduit Purchaser’s Tranche Investment of the Rate Tranche funded by Commercial Paper Notes (based on information provided by the each applicable Purchaser Agent pursuant to Article IISection 2.5), or, in the case of clause (A) or clause (B) above, during the Liquidation Period or after the occurrence of an any Event of Termination Default that has not been waived in accordance with the terms of this Agreement, on such earlier date or dates as Agent shall require on at least one (1) Business Day’s prior written notice to Servicer; provided, that during the Liquidation Period or after the occurrence of any Event of Default that has not been waived in accordance with the terms of this Agreement, payments under this clause (iii) shall be made, in the following order: first, as applicable, to the LOC Issuers to cash collateralize the Stated Amount of all outstanding Letters of Credit ratably among each applicable LOC Issuer in each LOC Group by depositing the applicable amounts to the applicable Cash Collateral Accounts, and then at the direction of the applicable Purchaser Agent. (iv) Servicer shall pay the amount of Collections set aside pursuant to Section 1.3(a)(ii) above with respect to any Defaulting Purchaser on each Settlement Date (or during the Liquidation Period or during the existence of any Event of Default that has not been waived in accordance with the terms of this Agreement, on such earlier date or dates as Agent or any applicable Purchaser Agent shall require on at least two one (21) Business Days’ prior Day’s written notice to Master Servicer) as follows: with respect to any amounts allocable to a Defaulting Purchaser for which Section 2.6(b)(ii)(A) is in effect, to the Purchaser Agent for each LOC Issuer to which such Defaulting Purchaser has existing LOC Participation Obligations, pro rata, to the repayment of any amounts owing by such Defaulting Purchaser to the related LOC Issuer of any LOC Group of which such Defaulting Purchaser is (or was) a member (e.g., the fronted amounts) and the amount needed, to be deposited in each applicable Cash Collateral Account until the amount on deposit in each such account is equal to the amount of the related LOC Participation Obligations of such Defaulting Purchaser; provided that, once all Defaulted Amounts with respect to any Defaulting Purchaser have been cash-collateralized as described herein or otherwise paid in full as described in Section 2.6 and no Event of Default that has not been waived in accordance with the terms of this Agreement has occurred and is continuing and the Seller agrees that such Defaulting Purchaser’s Commitment is terminated, such Defaulting Purchaser will be treated as an Exiting Purchaser hereunder. (v) Servicer shall pay the amount of Collections set aside pursuant to Section 1.3(a)(ii) above with respect to any Exiting Purchaser on each Settlement Date (or during the Liquidation Period or during the existence of any Event of Default that has not been waived in accordance with the terms of this Agreement, on such earlier date or dates as Agent or any applicable Purchaser Agent shall require on at least one (1) Business Day’s written notice to Servicer) to the applicable Purchaser Agent, to be applied to reduce the Investment of such Exiting Purchaser in the following order of priority: first, the amount needed to be deposited in the related Cash Collateral Account for each applicable LOC Issuer to which such Exiting Purchaser has existing LOC Participation Obligations, pro rata among such LOC Issuers, until the amount on deposit in each such account equals the amount of the related LOC Participation Obligations and second, the amount needed to reduce any other Investment of such Exiting Purchaser in the manner selected by such Purchaser Agent, including the amount of any outstanding Funded Purchases, to zero.

Payment of Amounts Set Aside. (i) Master The Servicer shall pay all amounts shall, from the portion of Collections the Pool Hold-Back Amount relating to each Receivable Pool set aside and held in trust pursuant to clause (i) of Section 1.3(a) in respect of Yield on a Rate Tranche relating to such Receivable Pool not funded by the issuance of Commercial Paper Notes (including under a Liquidity Agreement or an Enhancement AgreementAgreements) pay to the applicable Purchaser Agent such Yield on the last day of the then current Yield Period for such Rate Tranche based on information provided by such Purchaser Agent pursuant to Article II, or during the Liquidation Period or after the occurrence of an Event of Termination Termination, Collection Control Event or Non-Reinvestment Event that has not been waived in accordance with this Agreementremains continuing, on such earlier date or dates as any such Purchaser the applicable Administrative Agent or the Collateral Agent shall require on at least two one (21) Business Days’ Day’s prior written notice to Master the Servicer. (ii) Master The Servicer shall pay all amounts shall, from the portion of Collections the Pool Hold-Back Amount relating to each Receivable Pool set aside and held in trust pursuant to clause (i) of Section 1.3(a) above and not applied pursuant to clause (i) of this Section 1.3(c) and not set aside in respect of such Receivable Pool’s Pro Rata Share of the Servicing Fee, pay to the applicable Administrative Agent in respect of amounts owing to it in its capacity as Administrative Agent and each applicable Purchaser Agent and the Collateral Agent in respect of amounts owed to it and to the members of its Purchaser Group on the Settlement Date for each Settlement Period, as provided in Section 3.1, or during the Liquidation Period or after the occurrence of an Event of Termination Termination, Collection Control Event or Non-Reinvestment Event that has not been waived in accordance with this Agreementremains continuing, on such earlier date or dates as any such Purchaser the Collateral Agent or the applicable Administrative Agent shall require on at least two one (21) Business Days’ Day’s prior written notice to Master the Servicer. (iii) Master If as of any Reporting Date prior to the Cap Account Trigger Date, the Cap Pool Hold-Back Amount (including the portion of the Cap Pool Hold-Back Amount which represents the then current Estimated Cap Deficiency Amount) is less than the Cap Reserve Amount as of such Reporting Date, the Sellers and the Servicer shall pay all amounts as promptly as practicable (and in any event within one (1) Business Day) cause an amount equal to such shortfall to be added to the Cap Pool Hold-Back Amount. To the extent that prior to the Cap Account Trigger Date, the Cap Pool Hold-Back Amount exceeds the sum of (x) the then current Cap Reserve Amount, and (y) the then current Estimated Cap Deficiency Amount as of such Reporting Date, such excess may be applied in accordance with Section 1.3(a). (iv) On the Cap Account Trigger Date, the Servicer shall remit to the Cap Reserve Account from the Cap Pool Hold-Back Amount, an amount equal to the then current Cap Reserve Amount. If as of any Reporting Date after the Cap Account Trigger Date, a Cap Deficiency Amount exists, then the Servicer shall, from the portion of the Pool Hold-Back Amount set aside and held in trust pursuant to clause (i) of Section 1.3(a) above in respect of the Estimated Cap Deficiency Amount, remit to the Cap Reserve Account such Cap Deficiency Amount. If after the Cap Account Trigger Date, the Estimated Cap Deficiency Amount set aside and held in trust pursuant to clause (i) of Section 1.3(a) is less the Cap Deficiency Amount, the Servicer and the Sellers shall as promptly as practicable (and in any event within one (1) Business Day) remit, or cause to be remitted to the Cap Reserve Account an amount equal to such shortfall. To the extent that the Estimated Cap Deficiency Amount set aside pursuant to clause (i) of Section 1.3(a) above exceeds the Cap Deficiency Amount as of any Reporting Date, such excess may be applied in accordance with Section 1.3(a). (v) The Servicer shall, from the Available Pool Deficiency Amount set aside and held in trust pursuant to Section 1.3(b) above (and not otherwise applied pursuant to the last sentence of such Section) above, pay to the applicable Purchaser Agent for Agents the account of the Affected Parties (A) on the last day of the then current Yield Period for any Rate Tranche not funded by the issuance of Commercial Paper Notes in an amount not exceeding each Committed Purchaser’s Tranche Investment of such Rate Tranche (based on information provided by the applicable Purchaser Agent amounts required to be paid pursuant to Article II)to, and (B) on the Settlement Date for each Settlement Periodapplication, as provided in Section 3.1, in an amount not exceeding each Conduit Purchaser’s Tranche Investment of the Rate Tranche funded by Commercial Paper Notes (based on information provided by the applicable Purchaser Agent pursuant to Article II), or, in the case of clause (A) or clause (B) above, during the Liquidation Period or after the occurrence of an Event of Termination that has not been waived in accordance with this Agreement, on such earlier date or dates as any Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master ServicerSection 3.1(c)(ii).

Payment of Amounts Set Aside. (i) Master The Servicer shall pay all amounts shall, from the portion of Collections the Pool Hold-Back Amount relating to each Receivable Pool set aside and held in trust pursuant to clause (i) of Section 1.3(a1.3(a)(i)(A) in respect of Yield on a Rate Tranche relating to such Receivable Pool not funded by the issuance of Commercial Paper Notes (including under a Liquidity Agreement or an Enhancement AgreementAgreements) pay to the applicable Purchaser Agent such Yield on the last day of the then current Yield Period for such Rate Tranche based on information provided by such Purchaser Agent pursuant to Article II, or during the Liquidation Period or after the occurrence of an Event of Termination Termination, Collection Control Event or Non-Reinvestment Event that has not been waived in accordance with this Agreementremains continuing, on such earlier date or dates as any such Purchaser the applicable Administrative Agent or the Collateral Agent shall require on at least two one (21) Business Days’ Day’s prior written notice to Master the Servicer. (ii) Master The Servicer shall pay all amounts shall, from the portion of Collections the Pool Hold-Back Amount relating to each Receivable Pool set aside and held in trust pursuant to clause (i) of Section 1.3(a1.3(a)(i)(B) above and not applied pursuant to clause (i) of this Section 1.3(c) and not set aside in respect of such Receivable Pool’s Pro Rata Share of the Servicing Fee, pay to the applicable Administrative Agent in respect of amounts owing to it in its capacity as Administrative Agent and each applicable Purchaser Agent and the Collateral Agent in respect of amounts owed to it and to the members of its Purchaser Group on the Settlement Date for each Settlement Period, as provided in Section 3.1, or during the Liquidation Period or after the occurrence of an Event of Termination Termination, Collection Control Event or Non-Reinvestment Event that has not been waived in accordance with this Agreementremains continuing, on such earlier date or dates as any such Purchaser the Collateral Agent or the applicable Administrative Agent shall require on at least two one (21) Business Days’ Day’s prior written notice to Master the Servicer. (iii) Master [Reserved]. (iv) If as of any Reporting Date a Cap Deficiency Amount exists, then the Servicer shall, from the portion of the Pool Hold-Back Amount set aside and held in trust pursuant to Section 1.3(a)(i)(D) above, remit to the Cap Reserve Account the amount (if any) necessary to eliminate such Cap Deficiency Amount. If the Estimated Cap Deficiency Amount set aside and held in trust pursuant to Section 1.3(a)(i)(D) is less the Cap Deficiency Amount, the Servicer and the Sellers shall pay all amounts as promptly as practicable (and in any event within one (1) Business Day) remit, or cause to be remitted to the Cap Reserve Account an amount equal to such shortfall. To the extent that the Estimated Cap Deficiency Amount set aside pursuant to Section 1.3(a)(i)(D) above exceeds the Cap Deficiency Amount as of any Reporting Date, such excess may be applied in accordance with Section 1.3(a). (v) The Servicer shall, from the Available Pool Deficiency Amount set aside and held in trust pursuant to Section 1.3(b) above (and not otherwise applied pursuant to the last sentence of such Section) above, pay to the applicable Purchaser Agent for Agents the account of the Affected Parties (A) on the last day of the then current Yield Period for any Rate Tranche not funded by the issuance of Commercial Paper Notes in an amount not exceeding each Committed Purchaser’s Tranche Investment of such Rate Tranche (based on information provided by the applicable Purchaser Agent amounts required to be paid pursuant to Article II)to, and (B) on the Settlement Date for each Settlement Periodapplication, as provided in Section 3.1, in an amount not exceeding each Conduit Purchaser’s Tranche Investment of the Rate Tranche funded by Commercial Paper Notes (based on information provided by the applicable Purchaser Agent pursuant to Article II), or, in the case of clause (A) or clause (B) above, during the Liquidation Period or after the occurrence of an Event of Termination that has not been waived in accordance with this Agreement, on such earlier date or dates as any Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master ServicerSection 3.1(c)(ii).

Payment of Amounts Set Aside. (i) Master The Servicer shall pay all amounts shall, from the portion of Collections the Pool Hold-Back Amount relating to each Receivable Pool set aside and held in trust pursuant to clause (i) of Section 1.3(a) in respect of Yield on a Rate Tranche relating to such Receivable Pool not funded by the issuance of Commercial Paper Notes (including under a Liquidity Agreement or an Enhancement AgreementAgreements) pay to the applicable Purchaser Agent such Yield on the last day of the then current Yield Period for such Rate Tranche based on information provided by such Purchaser Agent pursuant to Article II, or during the Liquidation Period or after the occurrence of an Event of Termination Termination, Collection Control Event or Non-Reinvestment Event that has not been waived in accordance with this Agreementremains continuing, on such earlier date or dates as any such Purchaser the applicable Administrative Agent or the Collateral Agent shall require on at least two one (21) Business Days’ Day’s prior written notice to Master the Servicer. (ii) Master The Servicer shall pay all amounts shall, from the portion of Collections the Pool Hold-Back Amount relating to each Receivable Pool set aside and held in trust pursuant to clause (i) of Section 1.3(a) above and not applied pursuant to clause (i) of this Section 1.3(c) and not set aside in respect of such Receivable Pool’s Pro Rata Share of the Servicing Fee, pay to the applicable Administrative Agent in respect of amounts owing to it in its capacity as Administrative Agent and each applicable Purchaser Agent and the Collateral Agent in respect of amounts owed to it and to the members of its Purchaser Group on the Settlement Date for each Settlement Period, as provided in Section 3.1, or during the Liquidation Period or after the occurrence of an Event of Termination Termination, Collection Control Event or Non-Reinvestment Event that has not been waived in accordance with this Agreementremains continuing, on such earlier date or dates as any such Purchaser the Collateral Agent or the applicable Administrative Agent shall require on at least two one (21) Business Days’ Day’s prior written notice to Master the Servicer. (iii) Master If as of any Reporting Date prior to the Cap Account Trigger Date, the ISC Cap Pool Hold-Back Amount (including the portion of the ISC Cap Pool Hold-Back Amount which represents the then current Estimated ISC Cap Deficiency Amount) is less than the ISC Cap Reserve Amount as of such Reporting Date, the Sellers and the Servicer shall pay all amounts as promptly as practicable (and in any event within one (1) Business Day) cause an amount equal to such shortfall to be added to the ISC Cap Pool Hold-Back Amount. To the extent that prior to the Cap Account Trigger Date, the ISC Cap Pool Hold-Back Amount exceeds the sum of (x) the then current ISC Cap Reserve Amount, and (y) the then current Estimated ISC Cap Deficiency Amount as of such Reporting Date, such excess may be applied in accordance with Section 1.3(a). (iv) On the Cap Account Trigger Date, the Servicer shall remit to the ISC Cap Reserve Account from the ISC Cap Pool Hold-Back Amount, an amount equal to the then current ISC Cap Reserve Amount. If as of any Reporting Date after the Cap Account Trigger Date, an ISC Cap Deficiency Amount exists, then the Servicer shall, from the portion of the Pool Hold-Back Amount set aside and held in trust pursuant to clause (i) of Section 1.3(a) above in respect of the Estimated ISC Cap Deficiency Amount, remit to the ISC Cap Reserve Account such ISC Cap Deficiency Amount. If after the Cap Account Trigger Date, the Estimated ISC Cap Deficiency Amount set aside and held in trust pursuant to clause (i) of Section 1.3(a) is less the ISC Cap Deficiency Amount, the Servicer and the Sellers shall as promptly as practicable (and in any event within one (1) Business Day) remit, or cause to be remitted to the ISC Cap Reserve Account an amount equal to such shortfall. To the extent that the Estimated ISC Cap Deficiency Amount set aside pursuant to clause (i) of Section 1.3(a) above exceeds the ISC Cap Deficiency Amount as of any Reporting Date, such excess may be applied in accordance with Section 1.3(a). (v) The Servicer shall, from the Available Pool Deficiency Amount set aside and held in trust pursuant to Section 1.3(b) above (and not otherwise applied pursuant to the last sentence of such Section) above, pay to the applicable Purchaser Agent for Agents the account of the Affected Parties (A) on the last day of the then current Yield Period for any Rate Tranche not funded by the issuance of Commercial Paper Notes in an amount not exceeding each Committed Purchaser’s Tranche Investment of such Rate Tranche (based on information provided by the applicable Purchaser Agent amounts required to be paid pursuant to Article II)to, and (B) on the Settlement Date for each Settlement Periodapplication, as provided in Section 3.1, in an amount not exceeding each Conduit Purchaser’s Tranche Investment of the Rate Tranche funded by Commercial Paper Notes (based on information provided by the applicable Purchaser Agent pursuant to Article II), or, in the case of clause (A) or clause (B) above, during the Liquidation Period or after the occurrence of an Event of Termination that has not been waived in accordance with this Agreement, on such earlier date or dates as any Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master ServicerSection 3.1(c)(ii).

Payment of Amounts Set Aside. (i) Master Servicer shall pay all amounts of Collections set aside and held in trust pursuant to clause (i) of Section 1.3(a) in respect of Yield on a Rate Tranche not funded by the issuance of Commercial Paper Notes (including under a Liquidity Agreement or an Enhancement Agreement) to the applicable Purchaser Agent on the last day of the then current Yield Period for such Rate Tranche based on information provided by such Purchaser Agent pursuant to Article II, or during the Liquidation Period or after the occurrence of an Event of Termination Default that has not been waived in accordance with this Agreement, on such earlier date or dates as any such Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master Servicer. (ii) Master Servicer shall pay all amounts of Collections set aside and held in trust pursuant to clause (i) of Section 1.3(a) above and not applied pursuant to clause (i) of this Section 1.3(c) to the applicable Purchaser Agent on the Settlement Date for each Settlement Period, as provided in Section 3.1, or during the Liquidation Period or after the occurrence of an Event of Termination Default that has not been waived in accordance with this Agreement, on such earlier date or dates as 755931971 16509877 any such Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master Servicer. (iii) Master Servicer shall pay all amounts set aside and held in trust pursuant to Section 1.3(b) above (and not otherwise applied pursuant to the last sentence of such Section) to the applicable Purchaser Agent for the account of the Affected Parties (A) on the last day of the then current Yield Period for any Rate Tranche not funded by the issuance of Commercial Paper Notes in an amount not exceeding each Committed Purchaser’s Tranche Investment of such Rate Tranche (based on information provided by the applicable Purchaser Agent pursuant to Article II), and (B) on the Settlement Date for each Settlement Period, as provided in Section 3.1, in an amount not exceeding each Conduit Purchaser’s Tranche Investment of the Rate Tranche funded by Commercial Paper Notes (based on information provided by the applicable Purchaser Agent pursuant to Article II), or, in the case of clause (A) or clause (B) above, during the Liquidation Period or after the occurrence of an Event of Termination Default that has not been waived in accordance with this Agreement, on such earlier date or dates as any Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master Servicer.

Payment of Amounts Set Aside. (i) Master Servicer shall pay all amounts of Collections set aside and held in trust pursuant to clause (i) of Section 1.3(a1.03(a)(ii) in respect of Yield Earned Discount on a Rate an Asset Tranche not funded by the issuance of Commercial Paper Notes (including under a Liquidity Agreement or an Enhancement Agreement) Funding to the applicable Purchaser Agent Administrator, on Transferee's behalf, on the last day of the then current Yield Period for such Rate Asset Tranche based on information as provided by such Purchaser Agent pursuant to Article II, or during the Liquidation Period or after the occurrence of an Event of Termination that has not been waived in accordance with this Agreement, on such earlier date or dates as any such Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master ServicerSection 3.01. (ii) Master Servicer shall pay all amounts of Collections set aside and held in trust pursuant to clause Section 1.03(a)(ii) in respect of Earned Discount on any Asset Tranche funded by Commercial Paper Notes to the Administrator, on Transferee's behalf, on the last day of the then current CP Tranche Period for such Asset Tranche, as provided in Section 3.01. (iiii) Servicer shall pay all amounts of Collections set aside pursuant to Section 1.3(a1.03(a)(ii) above and not applied pursuant to clause clauses (i) of this Section 1.3(cor (ii) above to the applicable Purchaser Agent Administrator, on the Transferee's behalf, on each Settlement Date for each Settlement Period, as provided in Section 3.1, or during the Liquidation Period or after the occurrence of an Event of Termination that has not been waived in accordance with this Agreement, on such earlier date or dates as any such Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master Servicer3.01. (iiiiv) Master Servicer shall pay all amounts set aside and held in trust pursuant to Section 1.3(b) above (and not otherwise applied pursuant to the last sentence of such Section1.03(b) to the applicable Purchaser Agent Administrator for the account of the Affected Parties Transferee (A) on the last day of the then current Yield Period for any Rate Asset Tranche not funded by the issuance of Commercial Paper Notes a Liquidity Funding, as provided in Section 3.01, in an amount not exceeding each Committed Purchaser’s the Transferee's Tranche Investment of such Rate Tranche (based on information provided by the applicable Purchaser Agent pursuant to Article II)Asset Tranche, and (B) on the Settlement Date last day of the then current CP Tranche Period for each Settlement Periodany Asset Tranche funded by Commercial Paper Notes, as provided in Section 3.13.01, in an amount not exceeding each Conduit Purchaser’s the Transferee's Tranche Investment of the Rate Tranche funded by Commercial Paper Notes (based on information provided by the applicable Purchaser Agent pursuant to Article II)such Asset Tranche; provided, orhowever, in the case of clause (A) or no payment shall be made under clause (B) aboveabove unless the Transferee's Tranche Investments of all Asset Tranches, during the Liquidation Period or after the occurrence of an Event of Termination that has not if any, funded by Liquidity Fundings shall have been waived in accordance with this Agreement, on such earlier date or dates as any Purchaser Agent shall require on at least two (2) Business Days’ prior written notice reduced to Master Servicerzero.

Payment of Amounts Set Aside. (i) Master Servicer shall pay all amounts of Collections set aside and held in trust pursuant to clause (i) of Section 1.3(aSECTION 1.03(a)(iii) in respect of Yield Earned Discount on a Rate an Asset Tranche not funded by the issuance of Commercial Paper Notes (including under a Liquidity Agreement Loan, a Credit Draw or an Enhancement Agreement) a Concentration Draw to the applicable Purchaser Agent Administrator on the last day of the then current Yield Period for such Rate Tranche based on information provided by such Purchaser Agent pursuant to Article II, or during the Liquidation Period or after the occurrence of an Event of Termination that has not been waived in accordance with this Agreement, on such earlier date or dates as any such Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master ServicerAsset Tranche. (ii) Master Servicer shall pay all amounts of Collections set aside and held in trust pursuant to clause (i) of Section 1.3(a) above and not applied pursuant to clause (i) of this Section 1.3(cSECTION 1.03(a)(iii) to the applicable Purchaser Agent Administrator on the Settlement Date for each Settlement PeriodDate, as provided in Section 3.1SECTION 3.01, in an amount not exceeding the sum of all accrued and unpaid Earned Discount in respect of each Asset Tranche, Master Servicer's Fee and all other amounts (other than the Purchaser's Total Investment) then due from Seller to Purchaser, the Administrator or the Relationship Bank, or during the Liquidation Period or after the occurrence of an Event of Termination that has not been waived in accordance with this Agreement, on such earlier date or dates as any such Purchaser Agent the Administrator shall require on at least two (2) one Business Days’ prior Day's written notice to Master Servicer. (iii) Master Servicer shall pay all amounts set aside and held in trust pursuant to Section 1.3(bSECTION 1.03(b) above (and not otherwise previously applied pursuant to the last sentence of such SectionSECTION 1.03(b) to the applicable Purchaser Agent for the account of the Affected Parties the (A1) on the last day of the then current Yield Period for any Rate no such payment shall be made with respect to an Asset Tranche not funded by a Concentration Draw unless the issuance Purchaser's Tranche Investments of all Asset Tranches, if any, funded by Commercial Paper Notes, Liquidity Loans or Credit Draws shall have been reduced to zero; (2) no such payment shall be made with respect to an Asset Tranche funded by a Credit Draw unless the Purchaser's Tranche Investments of all Asset Tranches, if any, funded by Commercial Paper Notes in or Liquidity Loans shall have been reduced to zero; (3) no payment shall be made with respect to an amount not exceeding each Committed Purchaser’s Tranche Investment of such Rate Tranche (based on information provided by the applicable Purchaser Agent pursuant to Article II), and (B) on the Settlement Date for each Settlement Period, as provided in Section 3.1, in an amount not exceeding each Conduit Purchaser’s Tranche Investment of the Rate Asset Tranche funded by Commercial Paper Notes unless the Purchaser's Tranche Investments of all Asset Tranches, if any, funded by Liquidity Loans shall have been reduced to zero; and (based on information provided by 4) all Ford Collections and Chrysler Collections received prior to the applicable Purchaser Agent pursuant Termination Date shall be applied first to Article II)the Ford Concentration Draws and the Chrysler Concentration Draws, orrespectively, in the case of clause (A) or clause (B) above, during the Liquidation Period or after the occurrence of an Event of Termination that has not until such Concentration Draws have been waived in accordance with this Agreement, on such earlier date or dates as any Purchaser Agent shall require on at least two (2) Business Days’ prior written notice reduced to Master Servicerzero.

Payment of Amounts Set Aside. (i) Master Servicer shall pay all amounts of Collections set aside and held in trust pursuant to clause (i) of Section 1.3(a1.03(a)(ii) in respect of Yield Earned Discount on a Rate an Asset Tranche not funded by the issuance of Commercial Paper Notes (including under a Liquidity Agreement Funding or an Enhancement Agreement) a Credit Draw to the applicable Purchaser Agent Administrator on the last day of the then current Yield Period for such Rate Tranche based on information provided by such Purchaser Agent pursuant to Article II, or during the Liquidation Period or after the occurrence of an Event of Termination that has not been waived in accordance with this Agreement, on such earlier date or dates as any such Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master ServicerAsset Tranche. (ii) Master Servicer shall pay all amounts of Collections set aside and held in trust pursuant to clause (iSection 1.03(a)(ii) of Section 1.3(a) above and not applied pursuant to clause (i) of this Section 1.3(c) next above to the applicable Purchaser Agent Administrator on the Settlement Date for each Settlement Period, as provided in Section 3.13.01, or during the Liquidation Period or after the occurrence of an Event of Termination that has not been waived in accordance with this Agreement, on such earlier date or dates as any such Purchaser Agent the Administrator shall require on at least two (2) one Business Days’ prior Day's written notice to Master Servicer. (iii) Master Servicer shall pay all amounts set aside and held in trust pursuant to Section 1.3(b) above (and not otherwise applied pursuant to the last sentence of such Section1.03(b) to the applicable Purchaser Agent Administrator for the account of the Affected Parties Purchaser (A) on the last day of the then current Yield Period for any Rate Asset Tranche not funded by the issuance of Commercial Paper Notes a Liquidity Funding or a Credit Draw, in an amount not exceeding each Committed the Purchaser’s 's Tranche Investment of such Rate Tranche (based on information provided by the applicable Purchaser Agent pursuant to Article II)Asset Tranche, and (B) on the Settlement Date for each Settlement Period, as provided in Section 3.13.01, in an amount not exceeding each Conduit the Purchaser’s 's Tranche Investment of the Rate Asset Tranche funded by Commercial Paper Notes (based on information provided by the applicable Purchaser Agent pursuant to Article II)Notes, or, in the case of either clause (A) or clause (B) above, during the Liquidation Period or after the occurrence of an Event of Termination that has not been waived in accordance with this Agreement, on such earlier date or dates as any Purchaser Agent the Administrator shall require on at least two (2) one Business Days’ Day's prior written notice to Master Servicer; provided, however, (1) no such payment shall be made under clause (B) above with respect to an Asset Tranche funded by a Credit Draw unless the Purchaser's Tranche Investments of all Asset Tranches, if any, funded by Commercial Paper Notes or Liquidity Fundings shall have been reduced to zero; and (2) no payment shall be made under clause (B) above unless the Purchaser's Tranche Investments of all Asset Tranches, if any, funded by Liquidity Fundings shall have been reduced to zero.

Payment of Amounts Set Aside. (i) Master Servicer shall pay all amounts of Collections set aside and held in trust pursuant to clause (i) of Section 1.3(a) in respect of Yield on a Rate Tranche not funded by the issuance of Commercial Paper Notes (including under a Liquidity Agreement or an Enhancement Agreement) to the applicable Purchaser Agent on the last day of the then current Yield Period for such Rate Tranche based on information provided by such Purchaser Agent pursuant to Article II, or during the Liquidation Period or after the occurrence of an Event of Termination Default that has not been waived in accordance with this Agreement, on such earlier date or dates as any such Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master Servicer. (ii) Master Servicer shall pay all amounts of Collections set aside and held in trust pursuant to clause (i) of Section 1.3(a) above and not applied pursuant to clause (i) of this Section 1.3(c) to the applicable Purchaser Agent on the Settlement Date for each Settlement Period, as provided in Section 3.1, or during the Liquidation Period or after the occurrence of an Event of Termination Default that has not been waived in accordance with this Agreement, on such earlier date or dates as any such Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master Servicer. (iii) Master Servicer shall pay all amounts set aside and held in trust pursuant to Section 1.3(b) above (and not otherwise applied pursuant to the last sentence of such Section) to the applicable Purchaser Agent for the account of the Affected Parties (A) on the last day of the then current Yield Period for any Rate Tranche not funded by the issuance of Commercial Paper Notes in an amount not exceeding each Committed Purchaser’s Tranche Investment of such Rate Tranche 753697831 (based on information provided by the applicable Purchaser Agent pursuant to Article II), and (B) on the Settlement Date for each Settlement Period, as provided in Section 3.1, in an amount not exceeding each Conduit Purchaser’s Tranche Investment of the Rate Tranche funded by Commercial Paper Notes (based on information provided by the applicable Purchaser Agent pursuant to Article II), or, in the case of clause (A) or clause (B) above, during the Liquidation Period or after the occurrence of an Event of Termination Default that has not been waived in accordance with this Agreement, on such earlier date or dates as any Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master Servicer.

Payment of Amounts Set Aside. (i) Master Servicer shall pay all amounts of Collections set aside and held in trust pursuant to clause (i) of Section 1.3(a) in respect of Yield on a Rate Tranche not funded by the issuance of Commercial Paper Notes (including under a Liquidity Agreement or an Enhancement Agreement) to the applicable Purchaser Agent on the last day of the then current Yield Period for such Rate Tranche based on information provided by such Purchaser Agent pursuant to Article II, or during the Liquidation Period or after the occurrence of an Event of Termination Default that has not been waived in accordance with this Agreement, on such earlier date or dates as any such Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master Servicer. (ii) Master Servicer shall pay all amounts of Collections set aside and held in trust pursuant to clause (i) of Section 1.3(a) above and not applied pursuant to clause (i) of this Section 1.3(c) to the applicable Purchaser Agent on the Settlement Date for each Settlement Period, as provided in Section 3.1, or during the Liquidation Period or after the occurrence of an Event of Termination Default that has not been waived in accordance with this Agreement, on such earlier date or dates as any such Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master Servicer. (iii) Master Servicer shall pay all amounts set aside and held in trust pursuant to Section 1.3(b) above (and not otherwise applied pursuant to the last sentence of such Section) to the applicable Purchaser Agent for the account of the Affected Parties (A) on the last day of the then current Yield Period for any Rate Tranche not funded by the issuance of Commercial Paper Notes in an amount not exceeding each Committed Purchaser’s Tranche Investment of such Rate Tranche 749037980 (based on information provided by the applicable Purchaser Agent pursuant to Article II), and (B) on the Settlement Date for each Settlement Period, as provided in Section 3.1, in an amount not exceeding each Conduit Purchaser’s Tranche Investment of the Rate Tranche funded by Commercial Paper Notes (based on information provided by the applicable Purchaser Agent pursuant to Article II), or, in the case of clause (A) or clause (B) above, during the Liquidation Period or after the occurrence of an Event of Termination Default that has not been waived in accordance with this Agreement, on such earlier date or dates as any Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master Servicer.

Payment of Amounts Set Aside. (i) Master i. Servicer shall pay all amounts of Collections set aside and held in trust pursuant to clause (i) of Section 1.3(a) in respect of Yield on a Rate Tranche not funded by the issuance of Commercial Paper Notes (including under a Liquidity Agreement or an Enhancement Agreement) to the applicable Purchaser Agent on the last day of the then current Yield Period for such Rate Tranche based on information provided by such Purchaser Agent pursuant to Article II, or during the Liquidation Period or after the occurrence of an Event of Termination Default that has not been waived in accordance with this Agreement, on such earlier date or dates as any such Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master Servicer. (ii) Master . Servicer shall pay all amounts of Collections set aside and held in trust pursuant to clause (i) of Section 1.3(a) above and not applied pursuant to clause (i) of this Section 1.3(c) to the applicable Purchaser Agent on the Settlement Date for each Settlement Period, as provided in Section 3.1, or during the Liquidation Period or after the occurrence of an Event of Termination Default that has not been waived in accordance with this Agreement, on such earlier date or dates as any such Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master Servicer. (iii) Master . Servicer shall pay all amounts set aside and held in trust pursuant to Section 1.3(b) above (and not otherwise applied pursuant to the last sentence of such Section) to the applicable Purchaser Agent for the account of the Affected Parties (A) on the last day of the then current Yield Period for any Rate Tranche not funded by the issuance of Commercial Paper Notes in an amount not exceeding each Committed Purchaser’s Tranche Investment of such Rate Tranche (based on information provided by the applicable Purchaser Agent pursuant to Article II), and (B) on the Settlement Date for each Settlement Period, as provided in Section 3.1, in an amount not exceeding each Conduit Purchaser’s Tranche Investment of the Rate Tranche funded by Commercial Paper Notes (based on information provided by the applicable Purchaser Agent pursuant to Article II), or, in the case of clause (A) or clause (B) above, during the Liquidation Period or after the occurrence of an Event of Termination Default that has not been waived in accordance with this Agreement, on such earlier date or dates as any Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master Servicer.

Payment of Amounts Set Aside. (i) Master Servicer shall pay all amounts of Collections set aside and held in trust pursuant to clause (i) of Section 1.3(a) in respect of Yield on a Rate Tranche not funded by the issuance of Commercial Paper Notes (including under a Liquidity Agreement or an Enhancement Agreement) to the applicable Purchaser Agent on the last day of the then current Yield Period for such Rate Tranche based on information provided by such Purchaser Agent pursuant to Article II, or during the Liquidation Period or after the occurrence of an Event of Termination that has not been waived in accordance with this Agreement, on such earlier date or dates as any such Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master Servicer. (ii) Master Servicer shall pay all amounts of Collections set aside and held in trust pursuant to clause (i) of Section 1.3(a) above and not applied pursuant to clause (i) of this Section 1.3(c) to the applicable Purchaser Agent on the Settlement Date for each Settlement Period, as provided in Section 3.1, or during the Liquidation Period or after the occurrence of an Event of Termination that has not been waived in accordance with this Agreement, on such earlier date or dates as any such Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master Servicer. (iii) Master Servicer shall pay all amounts set aside and held in trust pursuant to Section 1.3(b) above (and not otherwise applied pursuant to the last sentence of such Section) to the applicable Purchaser Agent for the account of the Affected Parties (A) on the last day of the then current Yield Period for any Rate Tranche not funded by the issuance of Commercial Paper Notes in an amount not exceeding each Committed Purchaser’s Tranche Investment of such Rate Tranche (based on information provided by the applicable Purchaser Agent pursuant to Article II), and (B) on the Settlement Date for each Settlement Period, as provided in Section 3.1, in an amount not exceeding each Conduit Purchaser’s Tranche Investment of the Rate Tranche funded by Commercial Paper Notes (based on information provided by the applicable Purchaser Agent pursuant to Article II), or, in the case of clause (A) or clause (B) above, during the Liquidation Period or after the occurrence of an Event of Termination that has not been waived in accordance with this Agreement, on such earlier date or dates as any Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Master Servicer.