Common use of Settlement Procedures Clause in Contracts

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of Default, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control The collection of the Collection Accounts pursuant Pool Receivables shall be administered by the Servicer in accordance with this Agreement. The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of any Termination Day and current computations of the Purchased Interest. (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or the Servicer: (i) set aside and hold in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator) for the Issuer, out of the Issuer's Share of such Collections, first, an amount equal to the Discount accrued through such day for each Portion of Capital and not previously set aside, second, an amount equal to the fees set forth in the Fee Letter accrued and unpaid through such day, and third, to the extent funds are available therefor, an amount equal to the Issuer's Share of the Servicing Fee accrued through such day and not previously set aside, (ii) subject to Section 8.031.4(f), if such day is not a Termination Day, remit to the Seller, on behalf of the Issuer, the remainder of the Issuer's Share of such Collections. Such remainder shall be automatically reinvested in Pool Receivables, and in the Related Security, Collections and other proceeds with respect thereto; provided, however, that if the Purchased Interest would exceed 100%, then the Servicer shall not reinvest, but shall set aside and hold in trust for the benefit Issuer (and shall, at the request of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAdministrator, segregate in a separate account designated approved by the Administrative AgentAdministrator) a portion of such Collections that, which together with the other Collections set aside pursuant to this paragraph, shall be an equal the amount necessary to reduce the Purchased Interest to 100%, (iii) if such day is a Termination Day, set aside, segregate and hold in trust (and shall, at the request of the Administrator, segregate in a separate account maintained and controlled approved by the Administrative Agent unless Administrator) for the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with Issuer the priority entire remainder of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or Issuer's Share of the Borrower or received in any Lock-Box or Collection AccountCollections; provided, however, that so long as each if amounts are set aside and held in trust on any Termination Day of the type described in clause (a) of the definition of "Termination Day" and, thereafter, the conditions precedent set forth in Section 5.03 2 of Exhibit II are satisfied or waived by the Administrator, such previously set-aside amounts shall be reinvested in accordance with clause (ii) on the day of such datesubsequent satisfaction or waiver of conditions, the Servicer may and (iv) release to the Borrower from such Seller (subject to Section 1.4(f)) for its own account any Collections the amount in excess of: (if anyx) necessary amounts required to pay (i) the purchase price for Receivables purchased by the Borrower on such date be reinvested in accordance with the terms of the Sale and Contribution Agreement or clause (ii) or the proviso to clause (iii) plus (y) the amounts owing by the Borrower that are required to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts be set aside pursuant to Section 8.03clause (i), the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, proviso to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); clause (ii) second, to each Lender and other Credit Party clause (ratably, based on iii) plus (z) the amount then due and owing), all Seller's Share of the Servicing Fee accrued and unpaid Interest, Fees through such day and Breakage Fees due to such Lender all reasonable and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:appropriate out-

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control The collection of the Collection Accounts pursuant Pool Receivables shall be administered by the Servicer in accordance with this Agreement. The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of any Termination Day and current computations of the Purchased Interest. (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or the Servicer: (i) set aside and hold in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator) for the Administrator (for the benefit of the Purchasers), out of the Purchasers’ Share of such Collections, first, an amount equal to the Purchasers’ aggregate amount of Discount accrued through such day for each Portion of Capital and not previously set aside, second, an amount equal to the fees set forth in the Fee Letters accrued and unpaid through such day, and third, to the extent funds are available therefor, an amount equal to the aggregate of each Purchaser Group’s Ratable Share of the Purchasers’ Share of the Servicing Fee accrued through such day and not previously set aside, (ii) subject to Section 8.031.4(f), if such day is not a Termination Day, remit to the Seller, ratably, on behalf of each Purchaser Group, the remainder of the Purchasers’ Share of such Collections. Such remainder shall, to the extent representing a return on the aggregate Capital, be automatically deemed to be reinvested in Pool Receivables, and in the Related Security, Collections and other proceeds with respect thereto ratably, according to each Purchaser’s Capital; provided, however, that if the Purchased Interest would exceed 100%, then the Servicer shall not reinvest, but shall set aside and hold in trust for Administrator (for the benefit of the Secured Parties Purchasers) (orand shall, if so requested by at the Administrative Agent during an Event request of Defaultthe Administrator, segregate in a separate account designated approved by the Administrative AgentAdministrator) a portion of such Collections that, which together with the other Collections set aside pursuant to this paragraph, shall be equal the amount necessary to reduce the Purchased Interest to 100%; provided, further, that in the case of any Purchaser that has provided notice (an account maintained and controlled by the Administrative “Exiting Notice”) to its Purchaser Agent unless the Administrative Agent otherwise instructs in of its sole discretionrefusal, to extend its Commitment hereunder (an “Exiting Purchaser”), then such Exiting Purchaser’s ratable share of such Collections based on its Capital shall not be reinvested (after the termination of its Commitment) and shall instead be held in trust for application Administrator (for the benefit of such Exiting Purchaser) and applied in accordance with clause (iii) below, (iii) if such day is a Termination Day (or any day following the priority provision of payments an Exiting Notice), set forth belowaside, all Collections on Pool Receivables that are actually received segregate and hold in trust for the Administrator (for the benefit of the Purchasers) (and shall, at the request of the Administrator, segregate in a separate account approved by the Servicer Administrator) for the benefit of each Purchaser Group the entire remainder of the Purchasers’ Share of the Collections (or in the Borrower or received in any Lock-Box or Collection Accountcase of an Exiting Purchaser an amount equal to such Purchaser’s ratable share of such Collections based on its Capital; provided, howeverthat solely for the purpose of determining such Purchaser’s ratable share of such Collections, such Purchaser’s Capital shall be deemed to remain constant from the date of the provision of an Exiting Notice until the date such Purchaser’s Capital has been paid in full; it being understood that if such day is also a Termination Day, such Exiting Purchaser’s Capital shall be recalculated taking into account amounts received by such Purchaser in respect of this parenthetical and thereafter Collections shall be set aside for such Purchaser ratably in respect of its Capital (as recalculated)); provided, that so long as each if amounts are set aside and held in trust on any Termination Day of the type described in clause (a) of the definition of “Termination Day” and, thereafter, the conditions precedent set forth in Section 5.03 2 of Exhibit II are satisfied or waived by the appropriate Person or Persons, such previously set-aside amounts shall, to the extent representing a return on aggregate Capital (other than the Capital of any Exiting Purchaser) and ratably in accordance with each Purchaser’s (other than an Exiting Purchaser) Capital, be reinvested in accordance with clause (ii) on the day of such datesubsequent satisfaction or waiver of conditions, the Servicer may and (iv) release to the Borrower from such Seller (subject to Section 1.4(f)) for its own account any Collections the amount in excess of: (if anyx) necessary amounts required to pay (i) the purchase price for Receivables purchased by the Borrower on such date be reinvested in accordance with the terms of the Sale and Contribution Agreement or clause (ii) or the proviso to clause (iii) plus (y) the amounts owing that are required to be set aside pursuant to clause (i), the proviso to clause (ii) and clause (iii) plus (z) the Seller’s Share of the Servicing Fee accrued and unpaid through such day plus (aa) all other amounts then due and payable by the Borrower Seller under this Agreement to any Purchasers, the Administrator, and any other Indemnified Party or Affected Person. (c) The Servicer shall deposit into each Purchaser Agent’s account (as designated by such Purchaser Agent to Servicer on or prior to the Originators under the Subordinated Loans (each date hereof, or such releaseother account designated by such Purchaser to Servicer from time to time), a “Release”). On on each Settlement Date, so long as Collections held for the Administrative Agent applicable Purchaser, pursuant to clause (b)(i) or (f) plus the amount of Collections then held for the Administrator (for the benefit of such Purchaser) pursuant to clauses (b)(ii) and (iii) of Section 1.4; provided, that if CONSOL Energy or an Affiliate thereof is the Servicer, such day is not a Termination Day and the Administrator has not taken exclusive dominion and control notified CONSOL Energy (or such Affiliate) that such right is revoked, CONSOL Energy (or such Affiliate) may retain the portion of the Collections Accounts set aside pursuant to Section 8.03clause (b)(i) that represents the aggregate of each Purchaser Group’s Ratable Share of the Purchasers’ Share of the Servicing Fee. On the last day of each Settlement Period, each Purchaser or (its Purchaser Agent) will notify the Servicer (or, following its assumption of exclusive dominion and control by facsimile of the Collection Accountsamount of Discount accrued with respect to each Portion of Capital during such Settlement Period or portion thereof. (d) Upon receipt of funds deposited pursuant to clause (c), the Administrative Agent) shall, distribute each Purchaser Agent shall cause such Collections in the following order of priorityfunds to be distributed as follows: (i) firstif such distribution occurs on a day that is not a Termination Day and the Purchased Interest does not exceed 100%, first to such Purchaser Agent ratably according to the Discount accrued during the applicable Settlement Period (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of all accrued Discount and fees (other than Servicing Fees) with respect to each Portion of Capital maintained by such Purchasers; it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably according to the Discount with respect to each Portion of Capital maintained by such Purchaser, and second, if the Servicer has set aside amounts in respect of the Servicing Fee pursuant to clause (b)(i) and has not retained such amounts pursuant to clause (c), to the Servicer (payable in arrears on each Settlement Date) in payment in full of the aggregate of each Purchaser Group’s Ratable Share of the Purchaser’s Share of accrued Servicing Fees so set aside, and (ii) if such distribution occurs on a Termination Day or on a day when the Purchased Interest exceeds 100%, first to such Purchaser Agent ratably according to Discount (for the payment benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of all accrued Discount with respect to each Portion of Capital funded or maintained by the Purchasers within such Purchaser Agent’s Purchaser Group, second to such Purchaser Agent ratably according to the aggregate of the Capital of each Purchaser in each such Purchaser Agent’s Purchaser Group (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of each Purchaser’s Capital (or, if such day is not a Termination Day, such Purchaser’s ratable share of the amount necessary to reduce the Purchased Interest to 100%), third, to the Servicer in payment in full of the aggregate of such Purchaser Group’s Ratable Share of all accrued Servicing Fees, fourth, to the LC Collateral Account for the benefit of the LC Bank and the LC Participants, the amount necessary to cash collateralized the LC Participation Amount until the amount of cash collateral held in such LC Collateral Account equals the aggregate outstanding amount of the LC Participation Amount and if the Capital and accrued Discount with respect to the Purchasers in its Purchaser Group’s percentage interest of Capital have been reduced to zero or if such day is not a Termination Day, the Purchased Interest is reduced to 100%, and all accrued Servicing Fees payable to the Servicer have been paid in full, to the Administrator for distribution to each Purchaser, each Purchaser Agent, the immediately preceding Administrator and any other Indemnified Party or Affected Person any other amounts then owed thereto by the Seller hereunder, ratably in accordance with the amounts due thereto. After the Capital, Discount, fees payable pursuant to the Fee Letters and Servicing Fees with respect to the Purchased Interest, and any other amounts payable by the Seller and the Servicer to each Purchaser Group, the Administrator or any other Indemnified Party or Affected Person hereunder, have been paid in full, and (on and after a Termination Day) after an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account, all additional Collections with respect to the Purchased Interest Period shall be paid to the Seller for its own account. (pluse) For the purposes of this Section 1.4: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, if applicablerejected, returned, repossessed or foreclosed goods or services, or any revision, cancellation, allowance, rebate, discount or other adjustment made by the Seller or any Affiliate of the Seller, or any setoff or dispute between the Seller or any Affiliate of the Seller and an Obligor, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer)reduction or adjustment; (ii) secondif on any day any of the representations or warranties in Section 1(g) or (n) of Exhibit III is not true with respect to any Pool Receivable, the Seller shall be deemed to each Lender and other Credit Party (ratably, based have received on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect day a Collection of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 Pool Receivable in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Partyfull; (iii) third, except as set forth provided in clause (x), (yi) or (zii), or as otherwise required by applicable law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (iv) belowif and to the extent the Administrator or any Purchaser shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by the Administrator or such Purchaser but rather to have been retained by the Seller and, accordingly, the Administrator or such Purchaser, as applicablethe case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof (f) If at any time the Seller shall wish to cause the reduction of Capital (but not to commence the liquidation, or reduction to zero, of the entire Capital of the Purchased Interest), the Seller may do so as follows: (i) the Seller shall give the Administrator, the Purchaser Agents and the Servicer written notice in the form of Annex C (the “Paydown Notice”) at least two Business Days prior to the date of such reduction; (ii) On the proposed date of the commencement of such reduction and on each day thereafter, the Servicer shall cause Collections not to be reinvested until the amount thereof not so reinvested shall equal the desired amount of reduction; and (iii) the Servicer shall hold such Collections in trust for the Purchasers ratably (based on their respective Portions of Capital funded thereby), for payment to the Purchaser Agents on the next Settlement Date immediately following the current Settlement Period or such other date approved by the Purchaser Agents, and Capital shall be deemed reduced in the amount to be paid to the Purchaser Agents only when in fact finally so paid.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans Notes (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03Collection Accounts, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, shall distribute such Collections on all Pool Receivables in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Accrual Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Accrual Period to the extent such amount has not been distributed paid to the Servicer); (ii) second, to the Administrative Agent for distribution to each Lender and other Credit Party (ratably, based on the amount then due and owingowing to such Persons), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Accrual Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 12.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 12.01 in respect of such payments) payable for any prior Interest Accrual Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, to (A) prior to the occurrence of an Event of Default, the Borrower and (B) on and after the occurrence of an Event of Default, the Administrative Agent, an amount that shall be set aside and held in trust for upcoming insurance payments to each applicable Eligible Credit Insurance Provider of an Eligible Credit Insurance Policy; (iv) fourth, as set forth in clause (xA), (yB) or (zC) below, as applicable: (A) prior to the occurrence of the Termination Date, to the extent that a Borrowing Base Deficit exists on such date or the Aggregate Principal on such date exceeds the Facility Limit, to the Administrative Agent for distribution to the Lenders (ratably, based on the aggregate outstanding Principal of each Lender at such time) for the payment of a portion of the outstanding Aggregate Principal at such time, in an aggregate amount equal to the amount necessary to reduce the Borrowing Base Deficit to zero ($0) or the amount necessary to reduce the Aggregate Principal to an amount equal to or less than the Facility Limit, as applicable; (B) on and after the occurrence of the Termination Date, to the Administrative Agent for distribution to each Lender (ratably, based on the aggregate outstanding Principal of each Lender at such time) for the payment in full of the aggregate outstanding Principal of such Lender at such time; or (C) prior to the occurrence of the Termination Date, at the election of the Borrower from time to time and in accordance with Section 2.02(d), to the Administrative Agent for distribution to each Lender as payment of all or any portion of the outstanding Principal of the Lenders at such time (ratably, based on the aggregate outstanding Principal of each Lender at such time); (v) fifth, to the Administrative Agent for distribution to the Credit Parties, the Affected Persons and the Borrower Indemnified Parties (ratably, based on the amount due and owing at such time), for the payment of all other Borrower Obligations then due and owing by the Borrower to the Credit Parties, the Affected Persons and the Borrower Indemnified Parties; and (vi) sixth, the balance, if any, to be paid to the Borrower for its own account. (b) All payments or distributions to be made by the Servicer, the Borrower and any other Person to the Lenders (or their respective related Affected Persons and the Borrower Indemnified Parties) shall be paid or distributed to the applicable party to which such amounts are owed. (c) If and to the extent the Administrative Agent, any Credit Party, any Affected Person or any Borrower Indemnified Party shall be required for any reason to pay over to any Person (including any Obligor or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Borrower and, accordingly, the Administrative Agent, such Credit Party, such Affected Person or such Borrower Indemnified Party, as the case may be, shall have a claim against the Borrower for such amount. (d) For the purposes of this Section 4.01: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed goods or services, or any revision, cancellation, allowance, rebate, credit memo, discount or other adjustment made by the Borrower, any Originator, the Servicer or any Affiliate of the Servicer, or any setoff, counterclaim or dispute between the Borrower or any Affiliate of the Borrower, an Originator or any Affiliate of an Originator, or the Servicer or any Affiliate of the Servicer, and an Obligor, the Borrower shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction or adjustment and, to the extent that the effect of such reduction or adjustment is to cause a Borrowing Base Deficit or if such reduction or adjustment occurs on or after the Termination Date, shall within two (2) Business Days pay an amount equal to (x) if such reduction or adjustment occurs prior to the Termination Date, the lesser of (A) the sum of all deemed Collections with respect to such reduction or adjustment and (B) an amount necessary to eliminate such Borrowing Base Deficit and (y) if such breach occurs on or after the Termination Date, the sum of all deemed Collections in respect thereof to a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Credit Parties for application pursuant to Section 4.01(a); (ii) if on any day any of the representations or warranties in Section 7.01 is not true with respect to any Pool Receivable, the Borrower shall be deemed to have received on such day a Collection of such Pool Receivable in full and, to the extent that the effect of such breach is to cause a Borrowing Base Deficit or if such breach occurs on or after the Termination Date, shall within two (2) Business Days pay an amount equal to (x) if such breach occurs prior to the Termination Date, the lesser of (A) the sum of all deemed Collections with respect to such breach and (B) an amount necessary to eliminate such Borrowing Base Deficit and (y) if such breach occurs on or after the Termination Date, the sum of all deemed Collections in respect thereof to a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Credit Parties for application pursuant to Section 4.01(a) (Collections deemed to have been received pursuant to Sections 4.01(d)(i) and 4.01(d)(ii) are hereinafter sometimes referred to as “Deemed Collections”); (iii) except as provided in clauses (i) or (ii) above or otherwise required by Applicable Law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (iv) if and to the extent the Administrative Agent, any Credit Party, any Affected Person or any Borrower Indemnified Party shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by such Person but rather to have been retained by the Borrower and, accordingly, such Person shall have a claim against the Borrower for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the Each Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated approved by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the such Servicer or the Borrower any SPV Entity or received in any Lock-Box or Collection Lock-Box Account; provided, however, that so long as each of (A) the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer Servicers may from time to time release to the Borrower applicable SPV Entity from such Collections received on Unsold Receivables the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower such SPV Entity on such date in accordance with the terms of the applicable Purchase and Sale Agreement and Contribution Agreement or (iiB) amounts owing the U.S. Servicer may, on any day and if so requested by the Borrower Seller, release to the Originators under Seller all or a portion of such Collections received on Sold Receivables in exchange for the Subordinated Loans Seller designating on such day an equivalent amount (based on aggregate Outstanding Balances) of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section 2.01(e), which new Sold Receivables will be automatically and immediately sold by the Seller to the Administrative Agent (for the ratable benefit of the Purchasers) pursuant to Section 2.01(b) upon such release on such day (each such releaserelease of Collections described in clauses (A) and (B) above, a “Release”); provided that, for the avoidance of doubt, any Collections that are not so Released shall be held in trust by the Servicers for the benefit of the Secured Parties or segregated and held in a separate account approved by the Administrative Agent unless and until such Collections are Released or distributed on a Settlement Date, in each case, in accordance with the terms hereof. On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer Servicers (or, following its assumption of exclusive dominion and control of the Collection Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to each Lock-Box Bank, the amount of any fees, costs or expenses payable to such Lock-Box Bank by any SPV Entity in connection with maintaining its related Lock-Box Account(s) to the extent that such Lock-Box Bank is permitted to debit or otherwise pay itself such fees, costs or expenses from funds on deposit in such Lock-Box Account(s) pursuant to the terms of the applicable Lock-Box Agreement; provided, that the payment of such fees, costs and expenses from Collections on deposit in such Lock-Box Accounts on days other than Settlement Dates in accordance with the terms of the applicable Lock-Box Agreements shall not constitute a breach or default under this Agreement for any purpose; (ii) second, to each Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Yield Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Yield Period to the extent such amount has not been distributed to the such Servicer)) plus any applicable Canadian Sales Taxes thereon; (iiiii) secondthird, to each Lender Purchaser and other Credit Purchaser Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Yield and Fees and Breakage Fees due to such Lender Purchaser and other Credit Purchaser Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect of such payments)Yield Period, plus, if applicable, the amount of any such InterestYield, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Yield Period to the extent such amount has not been distributed to such Lender Purchaser or Credit Purchaser Party; (iiiiv) thirdfourth, as set forth in clause (x), (y) or (zy) below, as applicable: (x) prior to the occurrence of the Maturity Date, to the Purchasers (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the payment of a portion of the outstanding Aggregate Capital at such time, an aggregate amount (if any) necessary to cause no Capital Coverage Deficit (determined using the Capital Coverage Amount calculated as of the last day of the preceding Fiscal Month assuming that the amount described in clause (a)(ii) of the definition of “Capital Coverage Amount” is zero) to exist; or (y) on and after the occurrence of the Maturity Date, to each Purchaser (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the payment in full of the aggregate outstanding Capital of such Purchaser at such time;

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated approved by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans Notes (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The U.S. Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAdministrator, segregate in a separate account designated by the Administrative AgentAdministrator, which shall be an account maintained and controlled by the Administrative Agent Administrator unless the Administrative Agent Administrator otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the U.S. Servicer or the U.S. Borrower or received in any Lock-Box or Collection Account the customer of record of which at the applicable Lock-Box Bank is the U.S. Borrower (each such Lock-Box Account, a “U.S. Lock-Box Account”); provided, however, that so long as each of the conditions precedent set forth in Section 5.03 3 of Exhibit II are satisfied on such date, the U.S. Servicer may release to the U.S. Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the U.S. Borrower on such date in accordance with the terms of the U.S. Sale and Contribution Agreement or (ii) amounts owing by the U.S. Borrower to the U.S. Originators under the Subordinated Loans Company Notes issued to the U.S. Originators (each such release, a “U.S. Collections Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the U.S. Servicer (or, following its assumption of exclusive dominion and control of the Collection U.S. Lock-Box Accounts, the Administrative AgentAdministrator) shall, distribute such Collections in the following order of priority: (i) first, to the U.S. Servicer for the payment of the accrued Servicing Fees payable to it for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable to it for any prior Interest Period to the extent such amount has not been distributed to the U.S. Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), the U.S. Borrower’s Share of all accrued and unpaid Interest, Fees Interest and Breakage Fees due to such Lender and other Credit Party for accrued during the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 1.10 and 13.01 3.1 in respect of such payments), plus, if applicable, the U.S. Borrower’s Share of the amount of any such Interest, Fees Interest and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 1.10 and 11.01 3.1 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated in the name of the Borrower and approved by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections or Deemed Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such datesatisfied, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Sale and Contribution Receivables Purchase Agreement or (ii) to pay amounts owing by the Borrower to the Originators under the in respect of any Subordinated Loans Note (each such release, a “ReleaseReinvestment”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such non-released Collections or Deemed Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such the full amount owed has not been distributed to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during the continuance of an Event of DefaultTermination, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower Seller or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such date, the Servicer may release to the Borrower from Seller a portion of such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such releaserelease of Collections, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, shall distribute any such Collections not previously Released in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Yield Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Yield Period to the extent such amount has not been distributed to the Servicer); (ii) second, to the Administrative Agent, for the account of each Lender Purchaser and other Credit Purchaser Party (ratably, based on the amount then due and owing), all accrued and unpaid InterestYield, Fees and Breakage Fees due to such Lender Purchaser and other Credit Purchaser Party for the immediately preceding Interest Yield Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such InterestYield, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Yield Period to the extent such amount has not been distributed to such Lender Purchaser or Credit Purchaser Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, after the occurrence and during the continuance of a Level 2 Ratings Event or an Event of Default, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Intercompany Loans (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable: (x) prior to the occurrence of the Termination Date, to the extent that a Borrowing Base Deficit exists on such date, to the Lenders (ratably, based on the aggregate outstanding Capital of each Lender at such time) for the payment of a portion of the outstanding Aggregate Capital at such time, in an aggregate amount equal to the amount necessary to reduce the Borrowing Base Deficit to zero ($0); (y) on and after the occurrence of the Termination Date, to each Lender (ratably, based on the aggregate outstanding Capital of each Lender at such time) for the payment in full of the aggregate outstanding Capital of such Lender at such time; or (z) prior to the occurrence of the Termination Date, at the election of the Borrower and in accordance with Section 2.02(d), to the payment of all or any portion of the outstanding Capital of the Lenders at such time (ratably, based on the aggregate outstanding Capital of each Lender at such time);

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Master Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Master Servicer or the Borrower Seller or received in any Lock-Box or Collection AccountAccount (including any amounts remitted to the Master Servicer pursuant to Section 9.04(d)); provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such date, (A) the Master Servicer may release to the Borrower Seller from such Collections received on Unsold Receivables the amount (if any) necessary to pay (ix) the purchase price for Receivables purchased by the Borrower Seller on such date in accordance with the terms of the Sale and Contribution Agreement or (iiy) amounts owing by the Borrower Seller to any Originator under any Subordinated Notes and (B) the Master Servicer may release to the Originators under Seller all or a portion of such Collections received on Sold Receivables in exchange for the Subordinated Loans Seller designating an equivalent amount (based on aggregate Outstanding Balances) of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section 2.01(e), which new Sold Receivables will be automatically and immediately sold by the Seller to the Administrative Agent (for the ratable benefit of the Purchasers) pursuant to Section 2.01(b) upon such release (each such releaserelease of Collections described in clauses (A) and (B) above, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Master Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Master Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Yield Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Yield Period to the extent such amount has not been distributed to the Master Servicer); (ii) second, to the Administrative Agent for distribution to each Lender Purchaser and other Credit Purchaser Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees Yield and Breakage Fees due to such Lender Purchaser and other Credit Purchaser Party for the immediately preceding Interest Yield Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees Yield and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Yield Period to the extent such amount has not been distributed to such Lender Purchaser or Credit Purchaser Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control The collection of the Collection Accounts Pool Receivables shall be administered by the Servicer in accordance with this Agreement. The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of the Facility Termination Date and current computations of the Purchased Interest (and the components thereof). (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or the Servicer: (i) set aside and hold in trust (and shall, at the request of the Administrator after the occurrence of an Unmatured Termination Event or Termination Event, segregate in a separate account approved by the Administrator) for the benefit of each Purchaser Group, out of such Collections, an amount equal to the sum of (w) the Aggregate Discount accrued through such day for each portion of Capital not previously set aside, (x) an amount equal to the fees owing to the Purchasers and the Administrator accrued and unpaid through such day, and (y) all other amounts then due and payable by the Seller under this Agreement to the Purchasers, the Purchaser Agents, the Administrator, and any other Indemnified Party or Affected Person; (ii) subject to Section 1.4(f), if such day is not a Termination Day, the remainder of the Collections not set aside pursuant to clause (b)(i) of this Section 8.031.4 shall, to the extent representing a return of Capital, be automatically Reinvested according to each Purchaser’s Capital in Pool Receivables, and in the associated Related Security, Collections and other proceeds with respect thereto; provided, however, that, if after giving effect to any such Reinvestment, (x) the Purchased Interest would exceed 100% or (y) the Aggregate Capital would exceed the Purchase Limit then in effect, then the Servicer shall not so Reinvest, but shall set aside and hold in trust for the benefit of the Secured Parties Purchasers (orand shall, if so requested by at the Administrative Agent during an Event request of Defaultthe Administrator, segregate in a separate account designated approved by the Administrative AgentAdministrator) a portion of such Collections that, together with the other Collections set aside pursuant to this paragraph, shall equal the amount necessary to (x) reduce the Purchased Interest to 100% and (y) cause the Aggregate Capital to not exceed the Purchase Limit, as applicable, which amount shall be an deposited ratably to each Purchaser Agent’s account maintained (for the benefit of its related Purchasers and controlled to be applied in reduction of their respective Capital) on the next Settlement Date in accordance with Section 1.4(c); (iii) if such day is a Termination Day, set aside, segregate and hold in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretionAdministrator), for application the benefit of each Purchaser Group, the entire remainder of the Collections not set aside pursuant to clause (b)(i) of this Section 1.4; provided, that if amounts are so set aside and held in trust on any Termination Day, then such previously set-aside amounts shall, to the extent representing a return on Capital, be Reinvested in accordance with clause (ii) above on the next day to occur that is not a Termination Day (if any); and (iv) release to the Seller (subject to Section 1.4(f)) for its own account any Collections in excess of: (w) amounts required to be Reinvested in accordance with clause (ii) above plus (x) the amounts that are required to be set aside pursuant to clause (i) above, pursuant to the proviso to clause (ii) above and pursuant to clause (iii) above, plus (y) the Seller’s Servicing Fees accrued and unpaid through such day. (c) On the fifth (5th) Business Day of each calendar month, each Purchaser Agent will notify the Servicer by electronic mail of the amount of Discount accrued with respect to each portion of Capital during the previous Settlement Period. On each Settlement Date, the Servicer shall, in accordance with the priority of payments priorities set forth belowin Section 1.4(d), all deposit into the account specified by each Purchaser Agent Collections on Pool Receivables that are actually received by held for such Purchaser Agent (for the Servicer benefit of its related Purchasers) pursuant to Section 1.4(b)(i) or 1.4(f) plus the Borrower or received in any Lock-Box or Collection Accountamount of Collections then held for such Purchaser Agent (for the benefit of its related Purchasers) pursuant to Sections 1.4(b)(ii) and 1.4(b)(iii); provided, however, that so long if the Information Package delivered by the Servicer indicates a Purchased Interest in excess of 100%, then the amount of Collections not Reinvested pursuant to clause (b)(ii) shall be deposited into the account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer on the date such Information Package is received and on each of day thereafter to the conditions precedent extent the Purchased Interest exceeds 100%. (d) The Servicer shall distribute the amounts described (and at the times set forth forth) in Section 5.03 are satisfied 1.4(c) on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long Date as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priorityfollows: (i) if such distribution occurs on a day that is not a Termination Day and the Purchased Interest does not exceed 100%: first, to the Servicer Servicer, the Servicing Fee, to the extent accrued and unpaid through the last day of the immediately preceding Settlement Period until such accrued fees are paid in full, to the extent not otherwise netted out from Collections by the Servicer; second, to the extent such amounts are then payable hereunder, to each Purchaser Agent (for the payment benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), in payment in full of, all accrued Discount with respect to each portion of Capital maintained by such Purchasers (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each Purchaser’s Capital); third, ratably to the Purchaser Agents and the Administrator, all accrued fees (including program fees) owing to the Purchasers (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each such Purchaser’s Capital) and to the Administrator; fourth, if the Servicer has set aside amounts in respect of a reduction of the Aggregate Capital pursuant to clause (f) below, to each Purchaser Agent (for the benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), in payment in full of the related reduction in Aggregate Capital; it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each such Purchaser’s Capital; and fifth, to the Seller for its own account. (ii) if such distribution occurs on a Termination Day or on any day on which the Purchased Interest exceeds 100%: first, to the Servicer, the Servicing Fee, to the extent accrued and unpaid through the last day of the immediately preceding Settlement Period until such accrued fees are paid in full, to the extent not otherwise netted out from Collections by the Servicer; second, to each Purchaser Agent (for the benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), in payment in full of, all accrued Discount with respect to each portion of Capital maintained by such Purchasers (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each Purchaser’s Capital); third, ratably to the Purchaser Agents and the Administrator, such accrued fees owing to the Purchasers (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each Purchaser’s Capital) and to the Administrator; fourth, to each Purchaser Agent (for the benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), in payment in full of each Purchaser’s Capital (or if such day is not a Termination Day but is a day on which the Purchased Interest exceeds 100%, the amount necessary to reduce the Purchased Interest to 100%) it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each Purchaser’s Capital; fifth, if the Aggregate Capital and accrued Aggregate Discount and fees with respect thereto have been reduced to zero (or the Aggregate Capital has been reduced to the extent necessary to cause the Purchased Interest not to exceed 100%), and all accrued Servicing Fees payable to the Servicer have been paid in full, to the Purchasers, the Administrator and any other Indemnified Party or Affected Person in payment in full of any other Aggregate Unpaids owed thereto by the Seller hereunder (other than contingent indemnification obligations); and sixth, to the Seller for its own account. (e) For the immediately preceding Interest Period purposes of this Section 1.4: (plusi) if on any day the Outstanding Balance of any Pool Receivable is reduced or canceled as a result of (x) without duplication, if applicableany revision, cancellation, allowance, rebate, dilution, discount, or other adjustment (including, without limitation, an extension or adjustment made pursuant to the applicable Credit and Collection Guidelines) made by the Seller, the Servicer or any Originator, including in connection with the cancellation and reissuance of any Pool Receivable, or (y) any set-off or dispute between the Seller or any Originator and an Obligor (any such reduction or cancellation, a “Dilution”), in any such case, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of Servicing Fees payable for such reduction, adjustment, cancellation or dispute (which, in the case of a cancellation and reissuance of any prior Interest Period Pool Receivable, shall be an amount equal to the extent full Outstanding Balance of the cancelled Pool Receivable) and shall, subject to Section 1.4(e)(v), (x) if such amount has day is not been distributed a Termination Day, hold any and all such amounts in trust for the benefit of each Purchaser Group and, on the following Settlement Date, apply such amounts in accordance with this Section 1.4 or (y) if such day is a Termination Day, within two (2) Business Days of such reduction or adjustment, pay from its own funds any and all such amounts in respect thereof to a Collection Account or the Servicer)Concentration Account for the benefit of each Purchaser Group and for application pursuant to this Section 1.4; (ii) secondif on any day any of the representations or warranties in Section 1(g) or (n) of Exhibit III is not true with respect to any Pool Receivable a Collection of the full Outstanding Balance of such Pool Receivable, the Seller shall, subject to Section 1.4(e)(v), (1) if such day is not a Termination Day, hold any and all such amounts in trust for the benefit of each Purchaser Group and, on the following Settlement Date, apply such amounts in accordance with this Section 1.4 or (2) if such day is a Termination Day, within two (2) Business Days, pay any and all such amounts from its own funds in respect thereof to a Collection Account or the Concentration Account for the benefit of each Purchaser Group and for application pursuant to this Section 1.4 (Collections deemed to have been received pursuant to Sections 1.4(e)(i) or (ii) are hereinafter sometimes referred to as “Deemed Collections”); (iii) except as provided in clause (i) or (ii), or as otherwise required by applicable Law, all Collections received from an Obligor of any Pool Receivable shall be applied to the Pool Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables; (iv) if and to the extent the Administrator or any Purchaser shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by the Administrator or such Purchaser but rather to have been retained by the Seller and, accordingly, the Administrator or such Purchaser, as the case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof; (v) if at any time before the Facility Termination Date the Seller is deemed to have received any Deemed Collection under Sections 1.4(e)(i) or (ii), so long as no Termination Day then exists, the Seller may satisfy its obligation to deliver the amount of such Deemed Collections to a Collection Account or the Concentration Account by instead recalculating (or being deemed to have recalculated) the Purchased Interest by decreasing the Net Receivables Pool Balance by the amount of such Deemed Collections, so long as such adjustment does not cause the Purchased Interest to exceed 100%; and (vi) if at any time the Seller satisfies in full its obligations hereunder with respect to Deemed Collections (whether by payment to a Collection Account or the Concentration Account and/or by reducing the Net Receivables Pool Balance), the Administrator, on behalf of the Purchasers, shall re-convey to the Seller the Pool Receivable(s) to which such Deemed Collection relates, without recourse and without any representation or warranty except that such Pool Receivable is free and clear of liens, security interests, charges and encumbrances created by the Administrator or any such Purchaser, and thereafter the Seller shall not sell any interest in such Receivable to the Administrator on behalf of the Purchasers. (f) At any time, the Seller may elect to cause a reduction of Capital in accordance with this clause (f). The Seller may do so as follows: (i) the Seller shall deliver to the Administrator, each Purchaser Agent and the Servicer written notice in substantially the form of Annex C (the “Paydown Notice”) at least two Business Days’ prior to the date of such reduction for any reduction of Aggregate Capital, which notice shall include the amount of such proposed reduction and the proposed date on which such reduction will commence; (ii) on the proposed date of the commencement of such reduction and on each day thereafter, the Servicer shall cause Collections not to be Reinvested until the amount thereof not so Reinvested shall equal the desired amount of the reduction of Aggregate Capital; and (iii) the Servicer shall hold (or cause the Seller to set aside and hold) such Collections in trust for each Purchaser, for payment to each Lender and other Credit Party (ratably, based Purchaser Agent for the benefit of such Purchaser on the next Settlement Date, and the Aggregate Capital shall be deemed reduced in the amount then due and owing)to be paid to a Purchaser Agent only when in fact finally so paid; provided, all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period that (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect of such payments), plus, if applicable, x) the amount of any such Interestreduction (if not a reduction to zero) shall be not less than $1,000,000 and shall be an integral multiple of $100,000, Fees and Breakage Fees the entire Aggregate Capital after giving effect to such reduction shall be not less than $10,000,000 (including any additional amounts or indemnified amounts payable under Sections 4.03 unless the entire Aggregate Capital shall have been reduced to zero); and 11.01 in respect (y) the Seller shall choose a reduction amount, and the date of such payments) payable for any prior Interest Period commencement thereof, so that to the extent practicable such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth reduction shall commence and conclude in clause (x), (y) or (z) below, as applicable:the same Settlement Period.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the Each Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated approved by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the such Servicer or the Borrower any SPV Entity or received in any Lock-Box or Collection Lock-Box Account; provided, however, that so long as each of (A) the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer Servicers may from time to time release to the Borrower applicable SPV Entity from such Collections received on Unsold Receivables the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower such SPV Entity on such date in accordance with the terms of the applicable Purchase and Sale Agreement and Contribution Agreement or (iiB) amounts owing the U.S. Servicer may, on any day and if so requested by the Borrower Seller, release to the Originators under Seller all or a portion of such Collections received on Sold Receivables in exchange for the Subordinated Loans Seller designating on such day an equivalent amount (based on aggregate Outstanding Balances) of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section 2.01(e), which new Sold Receivables will be automatically and immediately sold by the Seller to the Administrative Agent (for the ratable benefit of the Purchasers) pursuant to Section 2.01(b) upon such release on such day (each such releaserelease of Collections described in clauses (A) and (B) above, a “Release”); provided that, for the avoidance of doubt, any Collections that are not so Released shall be held in trust by the Servicers for the benefit of the Secured Parties or segregated and held in a separate account approved by the Administrative Agent unless and until such Collections are Released or distributed on a Settlement Date, in each case, in accordance with the terms hereof. On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer Servicers (or, following its assumption of exclusive dominion and control of the Collection Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to each Lock-Box Bank, the amount of any fees, costs or expenses payable to such Lock-Box Bank by any SPV Entity in connection with maintaining its related Lock-Box Account(s) to the extent that such Lock-Box Bank is permitted to debit or otherwise pay itself such fees, costs or expenses from funds on deposit in such Lock-Box Account(s) pursuant to the terms of the applicable Lock-Box Agreement; provided, that the payment of such fees, costs and expenses from Collections on deposit in such Lock-Box Accounts on days other than Settlement Dates in accordance with the terms of the applicable Lock-Box Agreements shall not constitute a breach or default under this Agreement for any purpose; (ii) second, to each Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Yield Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Yield Period to the extent such amount has not been distributed to the such Servicer)) plus any applicable Canadian Sales Taxes thereon; (iiiii) secondthird, to each Lender Purchaser and other Credit Purchaser Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Yield and Fees and any Breakage Fees due to such Lender Purchaser and other Credit Purchaser Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect of such payments)Yield Period, plus, if applicable, the amount of any such InterestYield, Fees and any Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Yield Period to the extent such amount has not been distributed to such Lender Purchaser or Credit Purchaser Party; (iiiiv) thirdfourth, as set forth in clause (x), (y) or (zy) below, as applicable:

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated approved by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer may from time to time release to the Borrower from such Collections any amounts permitted to be released under Section 5.03 and applied by the amount (if any) necessary to pay (i) Borrower towards the purchase price for any Receivables purchased acquired by the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans Purchase and Sale Agreement (each such release, a “ReleaseReinvestment”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to each Lock-Box Bank, the amount of any fees, costs or expenses payable to such Lock-Box Bank by the Borrower in connection with maintaining its related Lock-Box Account(s) to the extent that such Lock-Box Bank is permitted to debit or otherwise pay itself such fees, costs or expenses from funds on deposit in such Lock-Box Account(s) pursuant to the terms of the applicable Lock-Box Agreement; provided, that the payment of such fees, costs and expenses from Collections on deposit in such Lock-Box Accounts on days other than Settlement Dates in accordance with the terms of the applicable Lock-Box Agreements shall not constitute a breach or default under this Agreement for any purpose; (ii) second, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (iiiii) secondthird, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Interest and Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect of such payments)Period, plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iiiiv) thirdfourth, as set forth in clause (x), (y) or (zy) below, as applicable:

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Master Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Master Servicer or the Borrower Seller or received in any Lock-Box or Collection AccountAccount (including any amounts remitted to the Master Servicer pursuant to Section 9.04(d)); provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such date, (A) the Master Servicer may release to the Borrower Seller from such Collections received on Unsold Receivables the amount (if any) necessary to pay (ix) the purchase price for Receivables purchased by the Borrower Seller on such date in accordance with the terms of the Sale and Contribution Agreement or (iiy) amounts owing by the Borrower Seller to any Originator under any Subordinated Notes and (B) the Master Servicer may release to the Originators under Seller all or a portion of such Collections received on Sold Receivables in exchange for the Subordinated Loans Seller designating an equivalent amount (based on aggregate Outstanding Balances) of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section 2.01(e), which new Sold Receivables will be automatically and immediately sold by the Seller to the Administrative Agent (for the ratable benefit of the Purchasers) pursuant to Section 2.01(b) upon such release (each such releaserelease of Collections described in clauses (A) and (B) above, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Master Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Master Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Yield Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Yield Period to the extent such amount has not been distributed to the Master Servicer); (ii) second, to the Administrative Agent for distribution to each Lender Purchaser and other Credit Purchaser Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees Yield and Breakage Fees due to such Lender Purchaser and other Credit Purchaser Party for the immediately preceding Interest Yield Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees Yield and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Yield Period to the extent such amount has not been distributed to such Lender Purchaser or Credit Purchaser Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable: (x) prior to the occurrence of the Termination Date and so long as the Weekly Reporting Period is not then in effect, to the extent that a Capital Coverage Deficit exists on such date, to the Administrative Agent for distribution to the Purchasers (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the return of a portion of the outstanding Aggregate Capital at such time, in an aggregate amount equal to the amount necessary to reduce the Capital Coverage Deficit to zero ($0); (y) on and after the occurrence of the Termination Date, to the Administrative Agent for distribution to each Purchaser (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the return in full of the aggregate outstanding Capital of such Purchaser at such time; or (z) prior to the occurrence of the Termination Date, at the election of the Seller and in accordance with Section 2.02(d), to the Administrative Agent for distribution to each Purchaser for the return of all or any portion of the outstanding Capital of the Purchasers at such time (ratably, based on the aggregate outstanding Capital of each Purchaser at such time);

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control The collection of the Collection Accounts pursuant Pool Receivables shall be administered by the Servicer in accordance with this Agreement. The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of any Termination Day and current computations of the Purchased Interest. (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or the Servicer: (i) set aside and hold in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator) for the benefit of each Purchaser Group, out of such Collections, (x) an amount equal to the Aggregate Discount accrued through such day for each Portion of Capital and not previously set aside, (y) an amount equal to the fees set forth in each Purchaser Group Fee Letter accrued and unpaid through such day, and (z) to the extent funds are available therefor, an amount equal to the aggregate of each Purchasers’ Share of the Servicing Fee accrued through such day and not previously set aside; (ii) subject to Section 8.031.4(f), if such day is not a Termination Day, remit to the Seller, ratably, on behalf of each Purchaser Group, the remainder of such Collections. Such remainder shall, to the extent representing a return on the Aggregate Capital, ratably, according to each Purchaser’s Capital, be automatically reinvested in Pool Receivables, and in the Related Security, Collections and other proceeds with respect thereto (each such reinvestment, a “Reinvestment,” and “Reinvest” shall have the correlative meaning); provided, however, that if the Purchased Interest would exceed 100%, then the Servicer shall not Reinvest, but shall set aside and hold in trust for the benefit of the Secured Parties Purchasers (orand shall, if so requested by at the Administrative Agent during an Event request of Defaultthe Administrator, segregate in a separate account designated approved by the Administrative AgentAdministrator) a portion of such Collections that, together with the other Collections set aside pursuant to this paragraph, shall equal the amount necessary to reduce the Purchased Interest to 100%, which amount shall be an deposited ratably to each Purchaser Agent’s account maintained (for the benefit of its related Purchasers and controlled by to be applied in reduction of their respective Capital) on the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application next Weekly Settlement Date in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection AccountSection 1.4(c); provided, howeverfurther, that so long as each of if the conditions precedent set forth in Facility Termination Date has been extended pursuant to Section 5.03 are satisfied on such date1.11 and any Purchaser (or its Purchaser Agent) has provided notice (an “Exiting Notice”) to the Administrator, the -9- Seller and the Servicer may release of such Purchaser’s refusal, pursuant to the Borrower from Section 1.11, to extend its (or its related Committed Purchaser’s) Commitment hereunder (an “Exiting Purchaser”) then such Collections shall not be Reinvested and shall instead be held in trust for the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on benefit of such date Purchaser and applied in accordance with the terms of the Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; clause (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:;

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03Collateral Accounts, the Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and and/or controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box Box, Collection Account or Collection Collateral Account; provided, however, that (A) if the Administrative Agent has not taken dominion of the Collateral Accounts, so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (ix) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Second Tier Sale and Contribution Agreement or and (iiy) amounts any accrued and unpaid Servicing Fees owing by the Borrower to the Originators under the Subordinated Loans Aveanna (each such release, a “Release”) and (B) if the Administrative Agent has taken dominion of the Collateral Accounts, any such Release shall be made only in accordance with Section 9.03(c). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03Accounts, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Collateral Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first; provided, to however, that if the Servicer for the payment Administrative Agent has taken dominion of the accrued Servicing Fees payable for Collateral Accounts, then on the immediately preceding Interest Period (plus, if applicableSettlement Date, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect Administrative Agent will direct a portion of such payments), plus, if applicable, Collections sufficient to make all payments due by the amount of any Borrower on such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 Settlement Date in respect of such payments) payable accordance with the below priorities for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicablepayment:

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the Each Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated approved by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the such Servicer or the Borrower any SPV Entity or received in any Lock-Box or Collection Lock-Box Account; provided, however, that so long as each of (A) the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer Servicers may from time to time release to the Borrower applicable SPV Entity from such Collections received on Unsold Receivables the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower such SPV Entity on such date in accordance with the terms of the applicable Purchase and Sale Agreement and Contribution Agreement or (iiB) amounts owing the U.S. Servicer may, on any day and if so requested by the Borrower Seller, release to the Originators under Seller all or a portion of such Collections received on Sold Receivables in exchange for the Subordinated Loans Seller designating on such day an equivalent amount (based on aggregate Outstanding Balances) of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section 2.01(e), which new Sold Receivables will be automatically and immediately sold by the Seller to the Administrative Agent (for the ratable benefit of the Purchasers) pursuant to Section 2.01(b) upon such release on such day (each such releaserelease of Collections described in clauses (A) and (B) above, a “Release”); provided that, for the avoidance of doubt, any Collections that are not so Released shall be held in trust by the Servicers for the benefit of the Secured Parties or segregated and held in a separate account approved by the Administrative Agent unless and until such Collections are Released or distributed on a Settlement Date, in each case, in accordance with the terms hereof. On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer Servicers (or, following its assumption of exclusive dominion and control of the Collection Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to each Lock-Box Bank, the amount of any fees, costs or expenses payable to such Lock-Box Bank by any SPV Entity in connection with maintaining its related Lock-Box Account(s) to the extent that such Lock-Box Bank is permitted to debit or otherwise pay itself such fees, costs or expenses from funds on deposit in such Lock-Box Account(s) pursuant to the terms of the applicable Lock-Box Agreement; provided, that the payment of such fees, costs and expenses from Collections on deposit in such Lock-Box Accounts on days other than Settlement Dates in accordance with the terms of the applicable Lock-Box Agreements shall not constitute a breach or default under this Agreement for any purpose; (ii) second, to each Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Yield Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Yield Period to the extent such amount has not been distributed to the such Servicer)) plus any applicable Canadian Sales Taxes thereon; (iiiii) secondthird, to each Lender Purchaser and other Credit Purchaser Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Yield and Fees and Breakage Fees due to such Lender Purchaser and other Credit Purchaser Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect of such payments)Yield Period, plus, if applicable, the amount of any such InterestYield, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Yield Period to the extent such amount has not been distributed to such Lender Purchaser or Credit Purchaser Party; (iiiiv) thirdfourth, as set forth in clause (x), (y) or (zy) below, as applicable:: 742583266 14453710

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03Concentration Accounts, the Servicer shall set aside and hold in trust for the Administrative Agent, for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during Agent, while an Event of DefaultDefault has occurred and is continuing, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and and/or controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower Seller or received in any Concentration Account, Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer may (A) release to the Borrower Seller from such Collections received on Seller Collateral the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower Seller on such date in accordance with the terms of the Sale Transfer Agreement and Contribution Agreement (B) release to the Seller all or a portion of Collections received on Sold Assets in exchange for the Seller designating an equivalent amount (iibased on aggregate Outstanding Balances) amounts owing of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section 2.01(e), which new Sold Receivables will be automatically and immediately sold by the Borrower Seller to the Originators under Administrative Agent (for the Subordinated Loans ratable benefit of the Purchasers) pursuant to Section 2.01(b) upon such release (each such releaserelease of Collections described in clauses (A) and (B) above, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection AccountsConcentration Account, the Administrative Agent) shall, shall distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued all unpaid Servicing Fees payable for the immediately preceding Interest Period accrued up to (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent but not including) such amount has not been distributed to the Servicer)Settlement Date; (ii) second, to the Administrative Agent for distribution to each Lender Purchaser and other Credit Purchaser Party (ratably, based on the amount then due and owing), (w) all unpaid Yield accrued and on such Purchaser’s Capital up to (but not including) such Settlement Date, (x) all unpaid InterestFees accrued up to (but not including) such Settlement Date, Fees and Breakage Fees (y) any indemnity payments under Section 4.02 due to such Lender Purchaser and other Credit Party for the immediately preceding Interest Period Purchaser Party, and (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including z) any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (xA), (yB) or (zC) below, as applicable: (A) prior to the occurrence of the Termination Date, to the extent that a Capital Coverage Amount Deficit exists on such date, to the Administrative Agent for distribution to the Purchasers (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the payment of a portion of the outstanding Aggregate Capital at such time, in an aggregate amount equal to the amount necessary to reduce the Capital Coverage Amount Deficit to zero ($0); (B) on and after the occurrence of the Termination Date, to the Administrative Agent for distribution to each Purchaser (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the payment in full of the aggregate outstanding Capital of such Purchaser at such time; or (C) prior to the occurrence of the Termination Date, at the election of the Seller and in accordance with Section 2.03(d), to the Administrative Agent for distribution to the Purchasers (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) payment of all or any portion of the outstanding Capital of the Purchasers at such time (ratably, based on the aggregate outstanding Capital of each Purchaser at such time); (iv) fourth, to the Administrative Agent for distribution to the Secured Parties and Seller Indemnified Parties (ratably, based on the amount due and owing at such time), for the payment of all other Seller Obligations then due and owing by the Seller to the Secured Parties and the Seller Indemnified Parties; (v) fifth, to the Originators (ratably, based on the amount due and owing at such time), any payments of principal or interest then due under the Subordinated Loans; and (vi) sixth, the balance, if any, to be paid to the Seller for its own account. For the avoidance of doubt, the amounts payable at each level of priority above include all such amounts at such level of priority, whether attributable to Investments, Investment Capital, Loans or Loan Capital, on a pari passu basis. To the extent payable in respect of Investment Capital or Yield, Fees or other amounts attributable to Investment Capital, amounts payable pursuant to each of clauses first through fifth above shall be paid (at each level of priority) first from available Collections on Sold Receivables and other Sold Assets, and second, to the extent necessary in order to make all such payments at such level of priority in full, from Collections on Unsold Receivables and other Seller Collateral. To the extent payable in respect of Loan Capital or Yield, Fees or other amounts attributable to Loan Capital, amounts payable pursuant to each of clauses first through fifth above shall be paid (at each level of priority) first from available Collections on Unsold Receivables and other Seller Collateral, and second, to the extent necessary in order to make all such payments at such level of priority in full, from Collections on Sold Receivables and other Sold Assets. Any such allocation of Collections at each level of priority pursuant to the foregoing two sentences of this paragraph shall be made by the Seller (or the Servicer on its behalf), and neither the Administrative Agent nor any Purchaser shall have any responsibility to make, or maintain records of, any such allocation. For the avoidance of doubt and notwithstanding anything to the contrary herein, nothing in this paragraph shall be construed to override or otherwise modify the priority of payments set forth in clauses (i) through (vi) above. The Seller’s right to receive payments (if any) from time to time pursuant to clause sixth above shall, to the extent arising from Collections on Sold Receivables, constitute compensation to the Seller for the Seller’s provision of the Seller Guaranty and the Purchaser Parties’ interests in the Sold Asset and the Seller Collateral. (b) Notwithstanding anything to the contrary set forth in this Section 3.01, the Administrative Agent shall have no obligation to distribute or pay any amount under this Section 3.01 except to the extent actually received by the Administrative Agent. All payments or distributions to be made by the Servicer, the Seller and any other Person to any Purchaser Party (or its respective related Secured Parties or Seller Indemnified Parties), shall be paid or distributed to the Administrative Agent for distribution to the applicable Purchaser at such account as such Purchaser has designated in writing to the Administrative Agent from time to time. Each Purchaser, upon its receipt in the applicable Purchaser’s account of any such payments or distributions, shall distribute such amounts to the applicable related Seller Indemnified Parties; provided that if the Administrative Agent shall have received insufficient funds to pay all of the above amounts in full on any such date, the Administrative Agent shall pay each Purchaser, and each Purchaser shall pay such amounts to the applicable related Seller Indemnified Parties in accordance with the priority of payments set forth above, and with respect to any such category above for which there are insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to each such related Person) among all such related Persons entitled to payment thereof. Each payment by the Servicer or the Seller to the Administrative Agent for the account of any Purchaser hereunder shall be deemed to constitute payment by the Servicer or the Seller directly to such Purchaser, provided, however, that in the event any such payment by the Servicer or the Seller is required to be returned to the Servicer or the Seller for any reason whatsoever, then the Servicer’s or the Seller’s obligation to such Purchaser with respect to such payment shall be deemed to be automatically reinstated. Additionally, each Purchaser hereby covenants and agrees to provide timely and accurate responses to each of the Administrative Agent’s requests for information necessary for the Administrative Agent to make the allocations to the Purchasers required to be made by the Administrative Agent hereunder, including the applicable account of each Purchaser for which amounts should be distributed. (c) If and to the extent the Administrative Agent or any other Secured Party or Seller Indemnified Party shall be required for any reason to pay over to any Person (including any Obligor or any trustee, receiver, custodian or similar official in any Relief Proceeding) any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Administrative Agent or such Secured Party or such Seller Indemnified Party, as the case may be, shall have a claim against the Seller for such amount.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control The collection of the Collection Accounts pursuant Pool --------------------- Receivables shall be administered by the Servicer in accordance with this Agreement. The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of any Termination Day and current computations of the Purchased Interest. (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or the Servicer: (i) set aside and hold in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator if, at the time of such request, there exist an Unmatured Termination Event or a Termination Event or if the failure to so segregate reasonably could be expected to cause a Material Adverse Effect) for the Issuer, out of the Issuer's Share of such Collections, first, an amount equal to the Discount accrued through such day for each Portion of Capital and not previously set aside, second, an amount equal to the fees set forth in the Fee Letter accrued and unpaid through such day, and third, to the extent funds are available therefor, an amount equal to the Issuer's Share of the Servicing Fee accrued through such day and not previously set aside, (ii) subject to Section 8.031.4(f), if such day is not a Termination Day, ------------- remit to the Seller, on behalf of the Issuer, the remainder of the Issuer's Share of such Collections. Such remainder shall be automatically reinvested in Pool Receivables, and in the Related Security, Collections and other proceeds with respect thereto; provided, however, that if the Purchased Interest would exceed 100%, then the Servicer shall not reinvest, but shall set aside and hold in trust for the benefit Issuer (and shall, at the request of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAdministrator, segregate in a separate account designated approved by the Administrative AgentAdministrator) a portion of such Collections that, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance together with the priority of payments other Collections set forth belowaside pursuant to this paragraph, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections shall equal the amount (if any) necessary to pay (i) reduce the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or (ii) amounts owing by the Borrower Purchased Interest to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party;100%, (iii) thirdif such day is a Termination Day, as set forth aside, segregate and hold in clause trust (x)and shall, (y) or (z) belowat the request of the Administrator, as applicable:segregate in a separate account approved by the

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control Collection of the Pool Receivables shall be administered by the Servicer in accordance with the terms of this Agreement. The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of any Termination Day and current computations of the Purchased Assets Coverage Percentage. (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or Servicer, transfer such Collections from the Lock-Box Accounts and deposit such Collections into the Collection Accounts Account, except as otherwise permitted pursuant to Section 8.034.3(a). With respect to all Collections on deposit in the Collection Account on such day, the Servicer shall: (i) set aside and maintain in the Collection Account for the benefit of the Purchaser (and, in the case of clause fourth below, the applicable Indemnified Party or Affected Person, subject to their right to receive such amounts solely in accordance with the priorities for payment set forth in Section 1.6(d) below), out of such Collections, first an amount equal to all Discount accrued through such day and not previously set aside and second, an amount equal to the sum of the Utilization Fees, Commitment Fees and Breakage Costs accrued through such day and not previously set aside, third, to the extent funds are available therefor, an amount equal to the Servicing Fee accrued through such day and not previously set aside and fourth, to the extent funds are available therefor, any other amounts (other than return of Capital) owed to any Indemnified Party or Affected Person pursuant to Section 1.9, Section 1.10, Section 3.1, or Section 5.4 and not previously set aside; (ii) subject to Section 1.6(f), if such day is not a Termination Day, remit to the Seller, on behalf of the Purchaser, the remainder of such Collections. Such remainder shall, (x) to the extent representing a return of Capital, be automatically reinvested in Purchased Assets and other proceeds with respect thereto and (y) to the extent not representing a return of Capital, be paid (on behalf of the Purchaser) to the Seller in respect of the Deferred Purchase Price for the Purchased Assets; provided, however, that if, after giving effect to such Reinvestment, the Purchased Assets Coverage Percentage would exceed 100%, then the Servicer shall set aside and hold maintain in trust the Collection Account for the benefit of the Secured Parties Purchaser in accordance with clause (iii) below the portion of such remaining Collections that, together with any other Collections set aside pursuant to this clause (ii), equals the amount necessary to reduce the Purchased Assets Coverage Percentage to 100% (or, if so requested by all such remaining Collections are not sufficient to reduce the Administrative Agent during an Event of DefaultPurchased Assets Coverage Percentage to 100%, segregate in a separate account designated by the Administrative Agent, which then all such remaining Collections shall be an account maintained and controlled by so set aside for the Administrative Agent unless benefit of the Administrative Agent otherwise instructs in its sole discretionPurchaser), rather than remitting all of such remaining Collections to the Seller for application Reinvestment or for payment of the Deferred Purchase Price; (iii) if such day is a Termination Day, set aside and maintain in the Collection Account for the benefit of the Purchaser the entire remainder of such Collections; and (iv) subject to Section 1.6(f), pay to the Seller (on behalf of the Purchaser) for the Seller’s own account and in payment of the Deferred Purchase Price for the Purchased Assets, any Collections in excess of: (x) amounts required to be reinvested in accordance with clause (ii) above, plus (y) the priority of payments set forth below, all Collections on Pool Receivables amounts that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent required to be set forth in Section 5.03 are satisfied on such date, the Servicer may release aside pursuant to the Borrower from such Collections the amount (if any) necessary to pay clause (i) above, pursuant to the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or proviso to clause (ii) amounts owing by above and pursuant to clause (iii) above, plus (z) all reasonable and appropriate out-of-pocket costs and expenses of the Borrower to Servicer for servicing, collecting and administering the Originators under the Subordinated Loans Pool Receivables. (each such release, a “Release”). c) On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control Servicer shall (i) deposit into the Purchaser’s Account (or such other account designated by the Agent) all Collections held on deposit in the Collection Account for the benefit of the Collections Accounts Purchaser, the Indemnified Parties and any other Affected Persons pursuant to Section 8.031.6(b) and Section 1.6(f) and (ii) deposit to the Servicer’s own account, from Collections held on deposit in the Collection Account pursuant to clause third of Section 1.6(b)(i) in respect of the accrued Servicing Fee, an amount equal to such accrued Servicing Fee. (d) Upon receipt of funds deposited into the Purchaser’s Account pursuant to Section 1.6(c), the Servicer Agent shall cause such funds to be distributed as follows: (ori) if such distribution occurs on a day that is not a Termination Day, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections funds shall be distributed in the following order of priority: first to the Purchaser in payment in full of all unpaid Discount accrued during the most recently ended Discount Accrual Period, second to the Purchaser in payment in full of all unpaid Utilization Fees, Commitment Fees and Breakage Costs accrued during the most recently ended Discount Accrual Period, third to the Purchaser in payment of outstanding Capital (and accrued Discount thereon) to the extent that funds have been set aside for such purpose pursuant to Section 1.6(f), fourth to the Purchaser, the Agent and any other Indemnified Party or Affected Person in payment in full of any other amounts owed thereto pursuant to Section 1.9, Section 1.10, Section 3.1, or Section 5.4 and fifth, any remaining amounts shall be paid to the Purchaser in payment of outstanding Capital; and (ii) if such distribution occurs on a Termination Day, such funds shall be distributed in the following order of priority: first to the Purchaser in payment in full of all accrued and unpaid Discount, second to the Purchaser in payment in full of all accrued and unpaid Utilization Fees, Commitment Fees and Breakage Costs, third to the Purchaser in payment in full of all outstanding Capital, fourth to the Purchaser, the Agent and any other Indemnified Party or Affected Person in payment in full of any other amounts owed thereto by the Seller or the Servicer hereunder (including, without limitation, pursuant to Section 1.9, Section 1.10, Section 3.1, or Section 5.4). After the occurrence of the Final Payout Date, all additional Collections with respect to the Purchased Assets shall be paid to the Seller for its own account in payment of the Deferred Purchase Price for such Purchased Assets. (e) For the purposes of this Section 1.6: (i) firstif on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, to damaged, rejected, returned, repossessed or foreclosed goods or services, or any discount, rebate, credit, counterclaim, billing error or other adjustment made by the Seller, any Originator or Servicer, or any setoff or dispute between the Seller, any Originator or the Servicer for and an Obligor, the payment Seller shall be deemed to have received on such day a Collection of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, such Pool Receivable in the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer)reduction or adjustment; (ii) secondif on any day any of the representations or warranties in paragraphs (e), (f) or (k) of Section 1 of Exhibit III is not true with respect to each Lender any Pool Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in full; (iii) If an Obligor makes a payment but does not designate the Receivable to which such payment applies, then the Servicer shall contact such Obligor promptly in order to determine to which Receivable such payment relates; provided, that if the Obligor does not direct the Servicer to apply such payment to a particular Receivable or Receivables within thirty (30) days after such payment has been received in a Lock-Box Account or by the Servicer, then, except as otherwise required by applicable law or the relevant Contract, such payment shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable; and (iv) if and to the extent the Agent, the Purchaser or any other Credit Indemnified Party shall be required for any reason to pay over to an Obligor (ratablyor any trustee, based receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Agent or the Purchaser, as the case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (f) If at any time the Seller shall wish to cause the reduction of the Capital (in whole or in part), the Seller may do so as follows: (i) the Seller shall give the Agent at least (x) five (5) Business Days’ prior written notice thereof in the case of any reduction of the Capital to zero ($0) or (y) one (1) Business Day’s prior written notice in the case of any partial reduction of the Capital, in either case, setting forth the proposed amount of such reduction and the proposed date on which such reduction will commence, (ii) on the proposed date of commencement of such reduction and on each day thereafter, the Servicer shall cause Collections with respect to the Capital or portion thereof to be reduced (including to any related Discount) not to be reinvested or used to pay the Deferred Purchase Price until the amount then due thereof not so reinvested shall equal the desired amount of reduction, and (iii) the Servicer shall hold such Collections in the Collection Account for the benefit of the Purchaser, for payment to the Purchaser’s Account on the next Settlement Date (and owingin the case of a reduction of the entire Investment, the Servicer shall hold in the Collection Account for payment on such date an amount equal to all other obligations of the Seller or Servicer to the Purchaser, the Agent and each other Indemnified Party or Affected Person hereunder) in accordance with Section 1.6(c), all accrued and unpaid Interest, Fees and Breakage Fees due the Capital shall be deemed reduced in the amount to such Lender and other Credit Party for be paid to the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 Purchaser’s Account only when in respect of such payments), plus, if applicablefact finally so paid; provided that, the amount of any such Interestreduction shall be not less than one million dollars ($1,000,000) and shall be an integral multiple of one hundred thousand dollars ($100,000), Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed entire Capital after giving effect to such Lender or Credit Party; reduction shall be not less than one million dollars (iii$1,000,000) third, as set forth in clause (x), (y) or (z) below, as applicable:unless the entire Capital shall have been reduced to zero.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03Accounts, the Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, following the occurrence and during the continuance of a Potential Default or an Event of Default, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and and/or controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower Seller or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer may (A) release to the Borrower Seller from such Collections received on Seller Collateral the amount (if any) necessary to pay (i) the purchase price for, or distribute capital in exchange of, Receivables generated by Originators and purchased or accepted for Receivables contribution (and automatically deemed purchased or contributed) by the Borrower Seller on such date in accordance with the terms of the Sale Transfer Agreement and Contribution Agreement (B) release to the Seller all or a portion of Collections received on Sold Assets in exchange for the Seller designating an equivalent amount (iibased on aggregate Outstanding Balances) amounts owing of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section 2.01(e), which new Sold Receivables will be automatically and immediately sold and contributed by the Borrower Seller to the Originators under Administrative Agent (for the Subordinated Loans ratable benefit of the Purchasers) pursuant to Section 2.01(b) upon such release (each such releaserelease of Collections described in clauses (A) and (B) above, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, shall distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Yield Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Yield Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender Purchaser and other Credit Purchaser Party (ratably, based on the amount then due and owing), all accrued and unpaid InterestYield, Fees and Breakage Fees indemnity payments under Section 4.02 due to such Lender Purchaser and other Credit Purchaser Party for the immediately preceding Interest Yield Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 11.01 in respect of such payments), plus, if applicable, the amount of any such InterestYield, Fees and Breakage Fees indemnity payments (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Yield Period to the extent such amount has not been distributed to such Lender Purchaser or Credit Purchaser Party; (iii) third, as set forth in clause (xA), (yB) or (zC) below, as applicable: (A) prior to the occurrence of the Termination Date, to the extent that a Capital Coverage Amount Deficit exists on such date (as indicated in the most recent Pool Report and accounting for any Investments made since the date of such Pool Report), to the Purchasers (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the payment of a portion of the outstanding Aggregate Capital at such time, in an aggregate amount equal to the amount necessary to reduce the Capital Coverage Amount Deficit to zero ($0); (B) on and after the occurrence of the Termination Date, to each Purchaser (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the payment in full of the aggregate outstanding Capital of such Purchaser at such time; or (C) prior to the occurrence of the Termination Date, at the election of the Seller and in accordance with Section 2.02(d), to the payment of all or any portion of the outstanding Capital of the Purchasers at such time (ratably, based on the aggregate outstanding Capital of each Purchaser at such time); (iv) fourth, to the Secured Parties (ratably, based on the amount due and owing at such time), for the payment of all other Seller Obligations then due and owing by the Seller to the Secured Parties and; (v) fifth, the balance, if any, to be paid to the Seller for its own account. Amounts payable pursuant to each of clauses first through fourth above shall be paid (at each level of priority) first from available Collections on Sold Receivables and other Sold Assets, and second, to the extent necessary in order to make all such payments at such level of priority in full, from Collections on Unsold Receivables and other Seller Collateral. The Seller’s right to receive payments (if any) from time to time pursuant to clause fifth above shall, to the extent arising from Collections on Sold Receivables, constitute compensation to the Seller for the Seller’s provision of the Seller Guaranty and the Purchaser Parties’ interests in the Sold Asset and the Seller Collateral. (b) All payments or distributions to be made by the Servicer, the Seller and any other Person to any Purchaser Party (or its respective related Secured Parties), shall be paid or distributed to such Purchaser Party. (c) If and to the extent the Administrative Agent or any other Secured Party shall be required for any reason to pay over to any Person (including any Obligor or any trustee, receiver, custodian or similar official in any Relief Proceeding) any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Administrative Agent or such other Secured Party, as the case may be, shall have a claim against the Seller for such amount. (d) For the purposes of this Section 3.01: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or cancelled as a result of (A) any defective, rejected, returned, repossessed or foreclosed goods or services, (B) any revision, cancellation, allowance, rebate, credit memo, discount or other adjustment made by any Seller-Related Party or any Affiliate thereof or (C) any setoff, counterclaim or dispute between any Seller-Related Party or any Affiliate thereof, and an Obligor, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in an amount equal to the positive difference between (A) such Pool Receivable’s Outstanding Balance prior to such reduction and (B) its Outstanding Balance after such reduction, and the Seller shall within two (2) Business Days pay to a Collection Account or as otherwise directed by the Administrative Agent at such time, for the benefit of the Purchaser Parties for application pursuant to Section 3.01(a), an amount equal to (x) if such reduction occurs prior to the Termination Date and no Event of Default has occurred and is continuing, the lesser of (I) the sum of all deemed Collections with respect to such reduction and (II) an amount necessary to eliminate any Capital Coverage Amount Deficit that exists at such time and (y) if such reduction occurs on or after the Termination Date or at any time when an Event of Default has occurred and is continuing, the sum of all deemed Collections with respect to such reduction (Collections deemed to have been received pursuant to this Section 3.01(d)(i) are hereinafter sometimes referred to as “Dilution”); (ii) if on any day (A) any representation or warranty in Section 6.01 is not true with respect to any Pool Receivable at the time made or (B) any Receivable included in any Pool Report as an Eligible Receivable or in any calculation of the Net Receivables Pool Balance as an Eligible Receivable fails to be an Eligible Receivable at the time of such inclusion, then, in either case, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable’s Outstanding Balance in full, and the Seller shall within two (2) Business Days pay to a Collection Account or as otherwise directed by the Administrative Agent at such time, for the benefit of the Purchaser Parties for application pursuant to Section 3.01(a), an amount equal to (x) if such breach occurs prior to the Termination Date and no Event of Default has occurred and is continuing, the lesser of (I) the sum of all deemed Collections with respect to such breach and (II) an amount necessary to eliminate any Capital Coverage Amount Deficit that exists at such time and (y) if such breach occurs on or after the Termination Date or at any time when an Event of Default has occurred and is continuing, the sum of all deemed Collections with respect to such breach (Collections deemed to have been received pursuant to Sections 3.01(d)(i) and 3.01(d)(ii), including any Dilution, are hereinafter sometimes referred to as “Deemed Collections”); (iii) except as provided in clauses (i) or (ii) above or otherwise required by applicable Law or the relevant Contract or the applicable Eligible Supporting Letter of Credit, all Collections received from an Obligor of any Receivable shall be applied to the Pool Receivables of such Obligor in the manner identified in any invoice or related Receivable documentation, or if not identified, in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (iv) if and to the extent the Administrative Agent or any other Secured Party shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Relief Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by such Person but rather to have been retained by the Seller and, accordingly, such Person shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer (including pursuant to Section 8.04(d)) or the Borrower or received in any LockCollection Account or Mail-Box or Collection AccountBox; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such releaserelease of Collections, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections on all Pool Receivables in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (ii) second, to the Administrative Agent for distribution to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 12.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 12.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event Administrator (with the consent or at the direction of Defaultthe Majority Lenders), segregate in a separate account designated by the Administrative AgentAdministrator, which shall be an account maintained and and/or controlled by the Administrative Agent Administrator unless the Administrative Agent Administrator otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the unpaid purchase price for Receivables purchased by the Borrower on as of such date in accordance with the terms of the applicable Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans Company Note (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Lock-Box Accounts, the Administrative AgentAdministrator) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Accrual Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Accrual Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Accrual Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Accrual Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (xA), (yB) or (zC) below, as applicable: (A) prior to the occurrence of the Termination Date, to the extent that a Borrowing Base Deficit exists on such date, to the Lenders (ratably, based on the aggregate outstanding Principal of each Lender at such time) for the payment of a portion of the outstanding Aggregate Principal at such time, in an aggregate amount equal to the amount necessary to reduce the Borrowing Base Deficit to zero ($0); (B) on and after the occurrence of the Termination Date, to each Lender (ratably, based on the aggregate outstanding Principal of each Lender at such time) for the payment in full of the aggregate outstanding Principal of such Lender at such time; or (C) prior to the occurrence of the Termination Date, at the election of the Borrower and in accordance with Section 2.02(d), to the payment of all or any portion of the outstanding Principal of the Lenders at such time (ratably, based on the aggregate outstanding Principal of each Lender at such time); (iv) fourth, to the Credit Parties, the Affected Persons and the Borrower Indemnified Parties (ratably, based on the amount due and owing at such time), for the payment of all other Borrower Obligations then due and owing by the Borrower to the Credit Parties, the Affected Persons and the Borrower Indemnified Parties; and (v) fifth, the balance, if any, to be paid to the Borrower for its own account, including, without limitation, the payment of any amounts pursuant to a Release. (b) All payments or distributions to be made by the Servicer, the Borrower and any other Person to the Lenders (or their respective related Affected Persons and the Borrower Indemnified Parties), shall be paid or distributed to the applicable party to which such amounts are owed. (c) If and to the extent the Administrator, any Credit Party, any Affected Person or any Borrower Indemnified Party shall be required for any reason to pay over to any Person (including any Obligor or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Borrower and, accordingly, the Administrator, such Credit Party, such Affected Person or such Borrower Indemnified Party, as the case may be, shall have a claim against the Borrower for such amount. (d) For the purposes of this Section 4.01: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed goods or services, or any revision, cancellation, allowance, rebate, discount or other adjustment made by the Borrower, any Originator, the Servicer or any Affiliate of the Servicer, or any setoff or dispute between the Borrower or any Affiliate of the Borrower, an Originator or any Affiliate of an Originator, or the Servicer or any Affiliate of the Servicer, and an Obligor, the Borrower shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction or adjustment and shall, within two (2) Business Days, pay to a Lock-Box Account (or as otherwise directed by the Administrator at such time) for the benefit of the Credit Parties for application pursuant to Section 4.01(a), an amount equal to (x) if such reduction or adjustment occurs prior to the Termination Date and no Event of Default has occurred and is continuing, the lesser of (A) the sum of all deemed Collections with respect to such reduction or adjustment and (B) an amount (if any) necessary to eliminate any Borrowing Base Deficit that exists at such time and after giving effect to such reduction or adjustment and (y) if such reduction or adjustment occurs on or after the Termination Date or at any time when an Event of Default has occurred and is continuing, the sum of all deemed Collections in respect thereof; (ii) if on any day any of the representations or warranties in Section 7.01 is not true with respect to any Pool Receivable, the Borrower shall be deemed to have received on such day a Collection of such Pool Receivable in full and shall, within two (2) Business Days, pay to a Lock-Box Account (or as otherwise directed by the Administrator at such time) for the benefit of the Credit Parties for application pursuant to Section 4.01(a), an amount equal to (x) if such breach occurs prior to the Termination Date and no Event of Default has occurred and is continuing, the lesser of (A) the sum of all deemed Collections with respect to such breach and (B) an amount (if any) necessary to eliminate any Borrowing Base Deficit that exists at such time and after giving effect to such breach and (y) if such breach occurs on or after the Termination Date or at any time when an Event of Default has occurred and is continuing, the sum of all deemed Collections in respect thereof (Collections deemed to have been received pursuant to Section 4.01(d)(i) and 4.01(d)(ii) are hereinafter sometimes referred to as “Deemed Collections”); (iii) except as provided in clauses (i) or (ii) above or otherwise required by Applicable Law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (iv) if and to the extent the Administrator, any Credit Party, any Affected Person or any Borrower Indemnified Party shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by such Person but rather to have been retained by the Borrower and, accordingly, such Person shall have a claim against the Borrower for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion; it being understood and agreed, that, unless and until the Administrative Agent gives such instructions, the Servicer shall not be required to hold Collections in a separate deposit account containing only such Collections, and may commingle such Collections with its own funds, so long as the Servicer is able, on each Business Day and on an equitable and consistent basis, to identify which portion of amounts credited to such deposit account are Collections), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans any Intercompany Loan Agreement (each such release, a “Release”). .. On each 33 Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control The collection of the Collection Accounts Pool Receivables shall be administered by the Servicer in accordance with this Agreement. The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of the Facility Termination Date and current computations of the Purchased Interest (and the components thereof). (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or the Servicer: (i) set aside and hold in trust (and shall, at the request of the Administrator after the occurrence of an Unmatured Termination Event or Termination Event, segregate in a separate account approved by the Administrator) for the benefit of each Purchaser Group, out of such Collections, an amount equal to the sum of (w) the Aggregate Discount accrued through such day for each portion of Capital not previously set aside, (x) an amount equal to the fees owing to the Purchasers and the Administrator accrued and unpaid through such day, and (y) all other amounts then due and payable by the Seller under this Agreement to the Purchasers, the Purchaser Agents, the Administrator, and any other Indemnified Party or Affected Person; (ii) subject to Section 1.4(f), if such day is not a Termination Day, the remainder of the Collections not set aside pursuant to clause (b)(i) of this Section 8.031.4 shall, to the extent representing a return of Capital, be automatically Reinvested according to each Purchaser’s Capital in Pool Receivables, and in the associated Related Security, Collections and other proceeds with respect thereto; provided, however, that, if after giving effect to any such Reinvestment, (x) the Purchased Interest would exceed 100% or (y) the Aggregate Capital would exceed the Purchase Limit then in effect, then the Servicer shall not so Reinvest, but shall set aside and hold in trust for the benefit of the Secured Parties Purchasers (orand shall, if so requested by at the Administrative Agent during an Event request of Defaultthe Administrator, segregate in a separate account designated approved by the Administrative AgentAdministrator) a portion of such Collections that, together with the other Collections set aside pursuant to this paragraph, shall equal the amount necessary to (x) reduce the Purchased Interest to 100% and (y) cause the Aggregate Capital to not exceed the Purchase Limit, as applicable, which amount shall be an deposited ratably to each Purchaser Agent’s account maintained (for the benefit of its related Purchasers and controlled to be applied in reduction of their respective Capital) on the next Settlement Date in accordance with Section 1.4(c); (iii) if such day is a Termination Day, set aside, segregate and hold in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretionAdministrator), for application the benefit of each Purchaser Group, the entire remainder of the Collections not set aside pursuant to clause (b)(i) of this Section 1.4; provided, that if amounts are so set aside and held in trust on any Termination Day, then such previously set-aside amounts shall, to the extent representing a return on Capital, be Reinvested in accordance with clause (ii) above on the next day to occur that is not a Termination Day (if any); and (iv) release to the Seller (subject to Section 1.4(f)) for its own account any Collections in excess of: (w) amounts required to be Reinvested in accordance with clause (ii) above plus (x) the amounts that are required to be set aside pursuant to clause (i) above, pursuant to the proviso to clause (ii) above and pursuant to clause (iii) above, plus (y) the Seller’s Servicing Fees accrued and unpaid through such day. (c) On the fifth (5th) Business Day of each calendar month, each Purchaser Agent will notify the Servicer by electronic mail of the amount of Discount accrued with respect to each portion of Capital during the previous Settlement Period. On each Settlement Date, the Servicer shall, in accordance with the priority of payments priorities set forth belowin Section 1.4(d), all deposit into the account specified by each Purchaser Agent Collections on Pool Receivables that are actually received by held for such Purchaser Agent (for the Servicer benefit of its related Purchasers) pursuant to Section 1.4(b)(i) or 1.4(f) plus the Borrower or received in any Lock-Box or Collection Accountamount of Collections then held for such Purchaser Agent (for the benefit of its related Purchasers) pursuant to Sections 1.4 (b)(ii) and 1.4(b)(iii); provided, however, that so long if the Information Package delivered by the Servicer indicates a Purchased Interest in excess of 100%, then the amount of Collections not Reinvested pursuant to clause (b)(ii) shall be deposited into the account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer on the date such Information Package is received and on each of day thereafter to the conditions precedent extent the Purchased Interest exceeds 100%. (d) The Servicer shall distribute the amounts described (and at the times set forth forth) in Section 5.03 are satisfied 1.4(c) on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long Date as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priorityfollows: (i) if such distribution occurs on a day that is not a Termination Day and the Purchased Interest does not exceed 100%: first, to the Servicer Servicer, the Servicing Fee, to the extent accrued and unpaid through the last day of the immediately preceding Settlement Period until such accrued fees are paid in full, to the extent not otherwise netted out from Collections by the Servicer; second, to the extent such amounts are then payable hereunder, to each Purchaser Agent (for the payment benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), in payment in full of, all accrued Discount with respect to each portion of Capital maintained by such Purchasers (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each Purchaser’s Capital); third, ratably to the Purchaser Agents and the Administrator, all accrued fees (including program fees) owing to the Purchasers (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each such Purchaser’s Capital) and to the Administrator; fourth, if the Servicer has set aside amounts in respect of a reduction of the Aggregate Capital pursuant to clause (f) below, to each Purchaser Agent (for the benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), in payment in full of the related reduction in Aggregate Capital; it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each such Purchaser’s Capital; and fifth, to the Seller for its own account. (ii) if such distribution occurs on a Termination Day or on any day on which the Purchased Interest exceeds 100%: first, to the Servicer, the Servicing Fee, to the extent accrued and unpaid through the last day of the immediately preceding Settlement Period until such accrued fees are paid in full, to the extent not otherwise netted out from Collections by the Servicer; second, to each Purchaser Agent (for the benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), in payment in full of, all accrued Discount with respect to each portion of Capital maintained by such Purchasers (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each Purchaser’s Capital); third, ratably to the Purchaser Agents and the Administrator, such accrued fees owing to the Purchasers (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each Purchaser’s Capital) and to the Administrator; fourth, to each Purchaser Agent (for the benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), in payment in full of each Purchaser’s Capital (or if such day is not a Termination Day but is a day on which the Purchased Interest exceeds 100%, the amount necessary to reduce the Purchased Interest to 100%) it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each Purchaser’s Capital; fifth, if the Aggregate Capital and accrued Aggregate Discount and fees with respect thereto have been reduced to zero (or the Aggregate Capital has been reduced to the extent necessary to cause the Purchased Interest not to exceed 100%), and all accrued Servicing Fees payable to the Servicer have been paid in full, to the Purchasers, the Administrator and any other Indemnified Party or Affected Person in payment in full of any other Aggregate Unpaids owed thereto by the Seller hereunder (other than contingent indemnification obligations); and sixth, to the Seller for its own account. (e) For the immediately preceding Interest Period purposes of this Section 1.4: (plusi) if on any day the Outstanding Balance of any Pool Receivable is reduced or canceled as a result of (x) without duplication, if applicableany revision, cancellation, allowance, rebate, dilution, discount, or other adjustment (including, without limitation, an extension or adjustment made pursuant to the applicable Credit and Collection Guidelines) made by the Seller, the Servicer or any Originator, including in connection with the cancellation and reissuance of any Pool Receivable, or (y) any set-off or dispute between the Seller or any Originator and an Obligor (any such reduction or cancellation, a “Dilution”), in any such case, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of Servicing Fees payable for such reduction, adjustment, cancellation or dispute (which, in the case of a cancellation and reissuance of any prior Interest Period Pool Receivable, shall be an amount equal to the extent full Outstanding Balance of the cancelled Pool Receivable) and shall, subject to Section 1.4(e)(v), (x) if such amount has day is not been distributed a Termination Day, hold any and all such amounts in trust for the benefit of each Purchaser Group and, on the following Settlement Date, apply such amounts in accordance with this Section 1.4 or (y) if such day is a Termination Day, within two (2) Business Days of such reduction or adjustment, pay from its own funds any and all such amounts in respect thereof to a Collection Account or the Servicer)Concentration Account for the benefit of each Purchaser Group and for application pursuant to this Section 1.4; (ii) secondif on any day any of the representations or warranties in Section 1(g) or (n) of Exhibit III is not true with respect to any Pool Receivable a Collection of the full Outstanding Balance of such Pool Receivable, the Seller shall, subject to Section 1.4(e)(v), (1) if such day is not a Termination Day, hold any and all such amounts in trust for the benefit of each Purchaser Group and, on the following Settlement Date, apply such amounts in accordance with this Section 1.4 or (2) if such day is a Termination Day, within two (2) Business Days, pay any and all such amounts from its own funds in respect thereof to a Collection Account or the Concentration Account for the benefit of each Purchaser Group and for application pursuant to this Section 1.4 (Collections deemed to have been received pursuant to Sections 1.4(e)(i) or (ii) are hereinafter sometimes referred to as “Deemed Collections”); (iii) except as provided in clause (i) or (ii), or as otherwise required by applicable Law, all Collections received from an Obligor of any Pool Receivable shall be applied to the Pool Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables; (iv) if and to the extent the Administrator or any Purchaser shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by the Administrator or such Purchaser but rather to have been retained by the Seller and, accordingly, the Administrator or such Purchaser, as the case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof; (v) if at any time before the Facility Termination Date the Seller is deemed to have received any Deemed Collection under Sections 1.4(e)(i) or (ii), so long as no Termination Day then exists, the Seller may satisfy its obligation to deliver the amount of such Deemed Collections to a Collection Account or the Concentration Account by instead recalculating (or being deemed to have recalculated) the Purchased Interest by decreasing the Net Receivables Pool Balance by the amount of such Deemed Collections, so long as such adjustment does not cause the Purchased Interest to exceed 100%; and (vi) if at any time the Seller satisfies in full its obligations hereunder with respect to Deemed Collections (whether by payment to a Collection Account or the Concentration Account and/or by reducing the Net Receivables Pool Balance), the Administrator, on behalf of the Purchasers, shall re-convey to the Seller the Pool Receivable(s) to which such Deemed Collection relates, without recourse and without any representation or warranty except that such Pool Receivable is free and clear of liens, security interests, charges and encumbrances created by the Administrator or any such Purchaser, and thereafter the Seller shall not sell any interest in such Receivable to the Administrator on behalf of the Purchasers. (f) At any time, the Seller may elect to cause a reduction of Capital in accordance with this clause (f). The Seller may do so as follows: (i) the Seller shall deliver to the Administrator, each Purchaser Agent and the Servicer written notice in substantially the form of Annex C (the “Paydown Notice”) at least two Business Days’ prior to the date of such reduction for any reduction of Aggregate Capital, which notice shall include the amount of such proposed reduction and the proposed date on which such reduction will commence; (ii) on the proposed date of the commencement of such reduction and on each day thereafter, the Servicer shall cause Collections not to be Reinvested until the amount thereof not so Reinvested shall equal the desired amount of the reduction of Aggregate Capital; and (iii) the Servicer shall hold (or cause the Seller to set aside and hold) such Collections in trust for each Purchaser, for payment to each Lender and other Credit Party (ratably, based Purchaser Agent for the benefit of such Purchaser on the next Settlement Date, and the Aggregate Capital shall be deemed reduced in the amount then due and owing)to be paid to a Purchaser Agent only when in fact finally so paid; provided, all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period that (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect of such payments), plus, if applicable, x) the amount of any such Interestreduction (if not a reduction to zero) shall be not less than $1,000,000 and shall be an integral multiple of $100,000, Fees and Breakage Fees the entire Aggregate Capital after giving effect to such reduction shall be not less than $10,000,000 (including any additional amounts or indemnified amounts payable under Sections 4.03 unless the entire Aggregate Capital shall have been reduced to zero); and 11.01 in respect (y) the Seller shall choose a reduction amount, and the date of such payments) payable for any prior Interest Period commencement thereof, so that to the extent practicable such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth reduction shall commence and conclude in clause (x), (y) or (z) below, as applicable:the same Settlement Period.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during at any time that an Event of DefaultDefault shall have occurred and be continuing, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower Borrowers or received in any LockXxxx- Xxx, Xxxx-Box Xxx or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such date, the Servicer may release to the Borrower Borrowers from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower Borrowers on such date in accordance with the terms of the applicable Purchase and Sale and Contribution Agreement or (ii) amounts owing by the Borrower Borrowers to the Originators under the Subordinated Loans any Intercompany Loan Agreement (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control Collection of the Collection Accounts Pool Receivables shall be administered by the Servicer in accordance with the terms of this Agreement. The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of any Termination Day and current computations of the Purchased Interest. (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or Servicer or an Originator (including pursuant to Section 8.03, 1.7 of the Servicer shall Purchase and Sale Agreement): (i) set aside and hold in trust (and, at the request of the Administrator, segregate) for the benefit Issuer, out of the Secured Parties percentage of such Collections represented by the Purchased Interest, FIRST an amount equal to the Discount accrued through such day for each Portion of Capital and not previously set aside and SECOND, to the extent funds are available therefor, an amount equal to the Servicing Fee accrued through such day for the Purchased Interest and not previously set aside; and (orii) subject to SECTION 1.4(f), if so requested such day is not a Termination Day, remit to the Seller, on behalf of the Issuer, the remainder of the percentage of such Collections, represented by the Administrative Agent during an Event Purchased Interest, to the extent representing a return of DefaultCapital; such Collections shall be automatically deemed reinvested in Pool Receivables, and in the Related Security and Collections and other proceeds with respect thereto, and the Purchased Interest shall be automatically recomputed pursuant to SECTION 1.3; (iii) if such day is a Termination Day, set aside, segregate and hold in a separate account designated trust for the Issuer the entire remainder of the percentage of the Collections represented by the Administrative AgentPurchased Interest; PROVIDED that if amounts are set aside and held in trust on any Termination Day and thereafter, which shall be an account maintained and controlled the conditions set forth in SECTION 2 of EXHIBIT II are satisfied or are waived by the Administrative Agent unless Administrator, such previously set aside amounts shall, to the Administrative Agent otherwise instructs in its sole discretion)extent representing a return of Capital, for application be reinvested in accordance with the priority preceding PARAGRAPH (ii) on the day of payments set forth below, all Collections on Pool Receivables that such subsequent satisfaction or waiver of conditions; and (iv) during such times as amounts are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer may release required to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date be reinvested in accordance with the terms foregoing PARAGRAPH (ii) or the proviso to PARAGRAPH (iii), release to the Seller (subject to SECTION 1.4(f)) for its own account any Collections in excess of (x) such amounts, (y) the amounts that are required to be set aside pursuant to PARAGRAPH (i) above and (z) any other obligations of the Sale Seller hereunder which are then due and Contribution Agreement owing. (c) The Servicer shall deposit into the Administration Account, on the last day of each Settlement Period relating to a Portion of Capital (or at such other times as the Administrator shall require upon the occurrence and during the continuation of (i)any Unmatured Termination Event or Termination Event or (ii) amounts owing by at any time when the Borrower Rated Long Term Debt of Solectron is not rated at least Investment Grade, any event that materially and adversely affects the Servicer's ability to perform its obligations hereunder or the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control collectibility of the Receivables), Collections Accounts held for the Issuer pursuant to Section 8.03SECTION 1.4(b)(i) or SECTION 1.4(f) with respect to such Portion of Capital and the lesser of (x) the amount of Collections then held for the Issuer pursuant to SECTION 1.4(b)(iii) and (y) such Portion of Capital. (d) Upon receipt of funds deposited into the Administration Account pursuant to SECTION 1.4(c) with respect to any Portion of Capital, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute Administrator shall cause such Collections in the following order of priorityfunds to be distributed as follows: (i) firstif such distribution occurs on a day that is not a Termination Day, FIRST to the Issuer (x) in payment in full of all accrued Discount with respect to such Portion of Capital and (y) as a reduction of such Portion of Capital pursuant to SECTION 1.4(f), if applicable, and SECOND, from amounts set aside in respect of the Servicing Fee pursuant to SECTION 1.4(b)(i), to the Servicer for (payable in arrears on the last day of each calendar month) in payment in full of accrued Servicing Fees so set aside with respect to such Portion of Capital; and (ii) if such distribution occurs on a Termination Day, FIRST to the Issuer in payment in full of all accrued Discount with respect to such Portion of Capital, SECOND to the Issuer in payment in full of such Portion of Capital, THIRD, if the Servicer is not Solectron or an Affiliate thereof, to the Servicer in payment in full of all accrued Servicing Fees with respect to such Portion of Capital, FOURTH, if the Capital and accrued Discount with respect to each Portion of Capital has been reduced to zero, and all accrued Servicing Fees payable to the Servicer (if other than Solectron or an Affiliate thereof) have been paid in full, to the Issuer, the Administrator and any other Indemnified Party or Affected Person in payment in full of any other amounts owed thereto by the Seller hereunder and then to the Servicer (if Solectron or an Affiliate thereof) in payment in full of all accrued Servicing Fees. After the Capital and Discount and Servicing Fees with respect to the Purchased Interest, and any other amounts payable by the Seller to the Issuer, the Administrator or any other Indemnified Party or Affected Person hereunder, have been paid in full, all additional Collections with respect to the Purchased Interest shall be paid to the Seller for its own account. (e) For the immediately preceding Interest Period purposes of this SECTION 1.4: (plusi) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, if applicablerejected, returned, repossessed goods or services, or any discount or other adjustment made by the Seller, or any setoff or dispute between the Seller and an Obligor, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer)reduction or adjustment; (ii) secondif on any day any of the representations or warranties in PARAGRAPHS (h) or (o) of EXHIBIT III is not true with respect to any Pool Receivable, the Seller shall be deemed to each Lender have received on such day a Collection of such Pool Receivable in full; (iii) except as provided in PARAGRAPH (i) or (ii) of this SECTION 1.4(e), or as otherwise required by applicable law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (iv) if and other Credit Party to the extent the Administrator or the Issuer shall be required for any reason to pay over to an Obligor (ratablyor any trustee, based receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Administrator or the Issuer, as the case may be, shall have a claim against the Seller for such amount, payable immediately. (f) except for reductions in connection with the division or combination of Portions of Capital pursuant to SECTION 1.7 hereof, if at any time the Seller shall wish to cause the reduction of a Portion of Capital (but not to commence the liquidation, or reduction to zero, of the entire Capital of the Purchased Interest), the Seller may do so as follows: (i) the Seller shall give the Administrator at least five Business Days' prior written notice thereof (including the amount of such proposed reduction and the proposed date on which such reduction will commence), (ii) on the amount then due proposed date of commencement of such reduction and owing)on each day thereafter, all accrued and unpaid Interest, Fees and Breakage Fees due the Servicer shall cause Collections with respect to such Lender and other Credit Party Portion of Capital not to be reinvested pursuant to SECTION 1.4(b)(ii) until the amount thereof not so reinvested shall equal the desired amount of reduction, and (iii) the Servicer shall hold such Collections in trust for the immediately preceding Interest Issuer, for payment to the Administrator on the last day of the current Settlement Period (including any additional amounts or indemnified amounts payable under Sections 4.03 relating to such Portion of Capital, and 13.01 the applicable Portion of Capital shall be deemed reduced in respect of such payments), plus, if applicable, the amount to be paid to the Administrator only when in fact finally so paid; provided that, A. the amount of any such Interestreduction shall be not less than $1,000,000 and shall be an integral multiple of $100,000, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 the entire Capital of the Purchased Interest after giving effect to such reduction shall be not less than $10,000,000 and 11.01 shall be in respect an integral multiple of such payments) payable for any prior Interest Period $1,000,000, B. the Seller shall choose a reduction amount, and the date of commencement thereof, so that to the extent practicable such amount has not been distributed reduction shall commence and conclude in the same Fixed Period, and C. if two or more Portions of Capital shall be outstanding at the time of any proposed reduction, such proposed reduction shall be applied, unless the Seller shall otherwise specify in the notice given pursuant to such Lender or Credit Party; (iii) third, as set forth in clause (xSECTION 1.4(f)(i), (y) or (z) below, as applicable:to the Portion of Capital with the shortest remaining Fixed Period.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion The collection and control distribution of the Collection Accounts pursuant Pool Receivables shall be administered by the Servicer in accordance with the terms of this Agreement. (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or Servicer: (i) set aside, segregate and hold in trust for the benefit of the Issuer (and, if requested by the Administrator, transfer to a separate account approved by the Administrator) out of the percentage of Collections represented by the Purchased Interest, first, an amount equal to the Discount accrued through such day for each Portion of Capital and not previously set aside, second, an amount equal to the fees set forth in the Fee Letter accrued and unpaid through such day, and third, to the extent funds are available therefor, an amount equal to the Issuer's Share of the Servicing Fee accrued through such day and not previously set aside, (ii) subject to Section 8.031.4(f), if such day is not a Termination Day, remit to the Seller, on behalf of the Issuer, the remainder of the percentage of Collections represented by the Purchased Interest (to the extent representing a return on Capital); such remainder shall be automatically reinvested in Pool Receivables, and in the Related Security, Collections and other proceeds with respect thereto; provided, however, that if after giving effect to such reinvestment the Purchased Interest would exceed 100%, then the Servicer shall not remit to the Seller, but shall set aside and hold in trust for the Issuer (and, if requested by the Administrator, transfer to a separate account approved by the Administrator), a portion of such Collections that, together with the other Collections set aside pursuant to this paragraph, shall equal the amount necessary to reduce the Purchased Interest to 100%, (iii) if such day is a Termination Day, set aside, segregate and hold in trust for the benefit of the Secured Parties Issuer (orand, if so requested by the Administrative Agent during an Event of DefaultAdministrator, segregate in transfer to a separate account designated approved by the Administrative Agent, which shall be an account maintained and controlled by Administrator) the Administrative Agent unless entire remainder of the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with Issuer's Share of the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection AccountCollections; provided, however, that so long as each of the Facility Termination Date has not occurred, if amounts are set aside and held in trust on any Termination Day and, thereafter, the conditions precedent set forth in Section 5.03 2 of Exhibit II are satisfied on or are waived by the Administrator, such datepreviously set aside amounts shall, the Servicer may release unless already distributed pursuant to Section 1.4(d), below, to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower extent representing a return on such date Capital, be reinvested in accordance with the terms of the Sale and Contribution Agreement or clause (ii) of this Section 1.4(b) on the day of such subsequent satisfaction or waiver, and (iv) remit to the Seller (subject to Section 1.4(f)) for its own account any Collections in excess of (without duplication): (a) amounts owing required to be reinvested in accordance with clause (ii) or the proviso to clause (iii) of this Section 1.4(b) plus (b) the amounts that are required to be set aside pursuant to clause (i), the proviso to clause (ii) and clause (iii) of this Section 1.4(b) plus (c) the Seller's Share of the Servicing Fee accrued and unpaid through such day (which shall be retained by the Borrower to the Originators under the Subordinated Loans (each such releaseServicer for its own account and, a “Release”). On on each Settlement Date, so long be treated for all purposes hereof as the Administrative Agent has not taken exclusive dominion and control payment by the Seller of its share of the Servicing Fee as contemplated by Section 4.6(a) on such date) plus (d) all other amounts owed by the Seller under this Agreement to the Issuer, the Administrator, and any other Indemnified Party or Affected Person. (c) The Servicer shall deposit into the Administration Account (or such other account designated by the Administrator at such time), on each Settlement Date with respect to any Portion of Capital, Collections Accounts held for the Issuer pursuant to clause (b)(i) or (f) of this Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, 1.4 plus the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount Collections then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party held for the immediately preceding Interest Period Issuer pursuant to clauses (including any additional amounts or indemnified amounts payable under Sections 4.03 b)(ii) and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:of this Section 1.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control The collection of the Collection Accounts Pool Receivables shall be administered by the Servicer in accordance with this Agreement. The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of the Facility Termination Date and current computations of the Purchased Interest (and the components thereof). (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or the Servicer: (i) set aside and hold in trust (and shall, at the request of the Administrator after the occurrence of an Unmatured Termination Event or Termination Event, segregate in a separate account approved by the Administrator) for the benefit of each Purchaser Group, out of such Collections, an amount equal to the sum of (w) the Aggregate Discount accrued through such day for each portion of Capital not previously set aside, (x) an amount equal to the fees owing to the Purchasers and the Administrator accrued and unpaid through such day, and (y) all other amounts then due and payable by the Seller under this Agreement to the Purchasers, the Purchaser Agents, the Administrator, and any other Indemnified Party or Affected Person; (ii) subject to Section 1.4(f), if such day is not a Termination Day, the remainder of the Collections not set aside pursuant to clause (b)(i) of this Section 8.031.4 shall, to the extent representing a return of Capital, be automatically Reinvested according to each Purchaser’s Capital in Pool Receivables, and in the associated Related Security, Collections and other proceeds with respect thereto; provided, however, that, if after giving effect to any such Reinvestment, (x) the Purchased Interest would exceed 100% or (y) the Aggregate Capital would exceed the Purchase Limit then in effect, then the Servicer shall not so Reinvest, but shall set aside and hold in trust for the benefit of the Secured Parties Purchasers (orand shall, if so requested by at the Administrative Agent during an Event request of Defaultthe Administrator, segregate in a separate account designated approved by the Administrative AgentAdministrator) a portion of such Collections that, together with the other Collections set aside pursuant to this paragraph, shall equal the amount necessary to (x) reduce the Purchased Interest to 100% and (y) cause the Aggregate Capital to not exceed the Purchase Limit, as applicable, which amount shall be an deposited ratably to each Purchaser Agent’s account maintained (for the benefit of its related Purchasers and controlled to be applied in reduction of their respective Capital) on the next Settlement Date in accordance with Section 1.4(c); Table of Contents (iii) if such day is a Termination Day, set aside, segregate and hold in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretionAdministrator), for application the benefit of each Purchaser Group, the entire remainder of the Collections not set aside pursuant to clause (b)(i) of this Section 1.4; provided, that if amounts are so set aside and held in trust on any Termination Day, then such previously set-aside amounts shall, to the extent representing a return on Capital, be Reinvested in accordance with clause (ii) above on the next day to occur that is not a Termination Day (if any); and (iv) release to the Seller (subject to Section 1.4(f)) for its own account any Collections in excess of: (w) amounts required to be Reinvested in accordance with clause (ii) above plus (x) the amounts that are required to be set aside pursuant to clause (i) above, pursuant to the proviso to clause (ii) above and pursuant to clause (iii) above, plus (y) the Seller’s Servicing Fees accrued and unpaid through such day. (c) On the fifth (5th) Business Day of each calendar month, each Purchaser Agent will notify the Servicer by electronic mail of the amount of Discount accrued with respect to each portion of Capital during the previous Settlement Period. On each Settlement Date, the Servicer shall, in accordance with the priority of payments priorities set forth belowin Section 1.4(d), all deposit into the account specified by each Purchaser Agent Collections on Pool Receivables that are actually received by held for such Purchaser Agent (for the Servicer benefit of its related Purchasers) pursuant to Section 1.4(b)(i) or 1.4(f) plus the Borrower or received in any Lock-Box or Collection Accountamount of Collections then held for such Purchaser Agent (for the benefit of its related Purchasers) pursuant to Sections 1.4(b)(ii) and 1.4(b)(iii); provided, however, that so long if the Information Package delivered by the Servicer indicates a Purchased Interest in excess of 100%, then the amount of Collections not Reinvested pursuant to clause (b)(ii) shall be deposited into the account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer on the date such Information Package is received and on each of day thereafter to the conditions precedent extent the Purchased Interest exceeds 100%. (d) The Servicer shall distribute the amounts described (and at the times set forth forth) in Section 5.03 are satisfied 1.4(c) on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long Date as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priorityfollows: (i) if such distribution occurs on a day that is not a Termination Day and the Purchased Interest does not exceed 100%: first, to the Servicer Servicer, the Servicing Fee, to the extent accrued and unpaid through the last day of the immediately preceding Settlement Period until such accrued fees are paid in full, to the extent not otherwise netted out from Collections by the Servicer; second, to the extent such amounts are then payable hereunder, to each Purchaser Agent (for the payment benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), in payment in full of, all accrued Discount with respect to each portion of Capital maintained by such Purchasers (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each Purchaser’s Capital); Table of Contents third, ratably to the Purchaser Agents and the Administrator, all accrued fees (including program fees) owing to the Purchasers (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each such Purchaser’s Capital) and to the Administrator; fourth, if the Servicer has set aside amounts in respect of a reduction of the Aggregate Capital pursuant to clause (f) below, to each Purchaser Agent (for the benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), in payment in full of the related reduction in Aggregate Capital; it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each such Purchaser’s Capital; and fifth, to the Seller for its own account. (ii) if such distribution occurs on a Termination Day or on any day on which the Purchased Interest exceeds 100%: first, to the Servicer, the Servicing Fee, to the extent accrued and unpaid through the last day of the immediately preceding Settlement Period until such accrued fees are paid in full, to the extent not otherwise netted out from Collections by the Servicer; second, to each Purchaser Agent (for the benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), in payment in full of, all accrued Discount with respect to each portion of Capital maintained by such Purchasers (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each Purchaser’s Capital); third, ratably to the Purchaser Agents and the Administrator, such accrued fees owing to the Purchasers (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each Purchaser’s Capital) and to the Administrator; fourth, to each Purchaser Agent (for the benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), in payment in full of each Purchaser’s Capital (or if such day is not a Termination Day but is a day on which the Purchased Interest exceeds 100%, the amount necessary to reduce the Purchased Interest to 100%) it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each Purchaser’s Capital; fifth, if the Aggregate Capital and accrued Aggregate Discount and fees with respect thereto have been reduced to zero (or the Aggregate Capital has been reduced to the extent necessary to cause the Purchased Interest not to exceed 100%), and all accrued Servicing Fees payable to the Servicer have been paid in full, to the Purchasers, the Administrator and any other Indemnified Party or Affected Person in payment in full of any other Aggregate Unpaids owed thereto by the Seller hereunder (other than contingent indemnification obligations); and Table of Contents sixth, to the Seller for its own account. (e) For the immediately preceding Interest Period purposes of this Section 1.4: (plusi) if on any day the Outstanding Balance of any Pool Receivable is reduced or canceled as a result of (x) without duplication, if applicableany revision, cancellation, allowance, rebate, dilution, discount, or other adjustment (including, without limitation, an extension or adjustment made pursuant to the applicable Credit and Collection Guidelines) made by the Seller, the Servicer or any Originator, including in connection with the cancellation and reissuance of any Pool Receivable, or (y) any set-off or dispute between the Seller or any Originator and an Obligor (any such reduction or cancellation, a “Dilution”), in any such case, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of Servicing Fees payable for such reduction, adjustment, cancellation or dispute (which, in the case of a cancellation and reissuance of any prior Interest Period Pool Receivable, shall be an amount equal to the extent full Outstanding Balance of the cancelled Pool Receivable) and shall, subject to Section 1.4(e)(v), (x) if such amount has day is not been distributed a Termination Day, hold any and all such amounts in trust for the benefit of each Purchaser Group and, on the following Settlement Date, apply such amounts in accordance with this Section 1.4 or (y) if such day is a Termination Day, within two (2) Business Days of such reduction or adjustment, pay from its own funds any and all such amounts in respect thereof to a Collection Account or the Servicer)Concentration Account for the benefit of each Purchaser Group and for application pursuant to this Section 1.4; (ii) secondif on any day any of the representations or warranties in Section 1(g) or (n) of Exhibit III is not true with respect to any Pool Receivable a Collection of the full Outstanding Balance of such Pool Receivable, the Seller shall, subject to Section 1.4(e)(v), (1) if such day is not a Termination Day, hold any and all such amounts in trust for the benefit of each Purchaser Group and, on the following Settlement Date, apply such amounts in accordance with this Section 1.4 or (2) if such day is a Termination Day, within two (2) Business Days, pay any and all such amounts from its own funds in respect thereof to a Collection Account or the Concentration Account for the benefit of each Purchaser Group and for application pursuant to this Section 1.4 (Collections deemed to have been received pursuant to Sections 1.4(e)(i) or (ii) are hereinafter sometimes referred to as “Deemed Collections”); (iii) except as provided in clause (i) or (ii), or as otherwise required by applicable Law, all Collections received from an Obligor of any Pool Receivable shall be applied to the Pool Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables; (iv) if and to the extent the Administrator or any Purchaser shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount Table of Contents shall be deemed not to have been so received by the Administrator or such Purchaser but rather to have been retained by the Seller and, accordingly, the Administrator or such Purchaser, as the case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof; (v) if at any time before the Facility Termination Date the Seller is deemed to have received any Deemed Collection under Sections 1.4(e)(i) or (ii), so long as no Termination Day then exists, the Seller may satisfy its obligation to deliver the amount of such Deemed Collections to a Collection Account or the Concentration Account by instead recalculating (or being deemed to have recalculated) the Purchased Interest by decreasing the Net Receivables Pool Balance by the amount of such Deemed Collections, so long as such adjustment does not cause the Purchased Interest to exceed 100%; and (vi) if at any time the Seller satisfies in full its obligations hereunder with respect to Deemed Collections (whether by payment to a Collection Account or the Concentration Account and/or by reducing the Net Receivables Pool Balance), the Administrator, on behalf of the Purchasers, shall re-convey to the Seller the Pool Receivable(s) to which such Deemed Collection relates, without recourse and without any representation or warranty except that such Pool Receivable is free and clear of liens, security interests, charges and encumbrances created by the Administrator or any such Purchaser, and thereafter the Seller shall not sell any interest in such Receivable to the Administrator on behalf of the Purchasers. (f) At any time, the Seller may elect to cause a reduction of Capital in accordance with this clause (f). The Seller may do so as follows: (i) the Seller shall deliver to the Administrator, each Purchaser Agent and the Servicer written notice in substantially the form of Annex C (the “Paydown Notice”) at least two Business Days’ prior to the date of such reduction for any reduction of Aggregate Capital, which notice shall include the amount of such proposed reduction and the proposed date on which such reduction will commence; (ii) on the proposed date of the commencement of such reduction and on each day thereafter, the Servicer shall cause Collections not to be Reinvested until the amount thereof not so Reinvested shall equal the desired amount of the reduction of Aggregate Capital; and (iii) the Servicer shall hold (or cause the Seller to set aside and hold) such Collections in trust for each Purchaser, for payment to each Lender and other Credit Party (ratably, based Purchaser Agent for the benefit of such Purchaser on the next Settlement Date, and the Aggregate Capital shall be deemed reduced in the amount then due and owing)to be paid to a Purchaser Agent only when in fact finally so paid; provided, all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period that (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect of such payments), plus, if applicable, x) the amount of any such Interestreduction (if not a reduction to zero) shall be not less than $1,000,000 and shall be an integral multiple of $100,000, Fees and Breakage Fees the entire Aggregate Capital after giving effect to such reduction shall be not less than $10,000,000 (including any additional amounts or indemnified amounts payable under Sections 4.03 unless the entire Table of Contents Aggregate Capital shall have been reduced to zero); and 11.01 in respect (y) the Seller shall choose a reduction amount, and the date of such payments) payable for any prior Interest Period commencement thereof, so that to the extent practicable such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth reduction shall commence and conclude in clause (x), (y) or (z) below, as applicable:the same Settlement Period.

Settlement Procedures. (a) So long as On each Deposit Date during each Settlement Period during the Administrative Agent has not taken exclusive dominion Revolving Period, unless a Cure Period shall have occurred and control of be continuing, the Collection Accounts pursuant to Section 8.03, Agent shall instruct the Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested Trustee by the Administrative Agent during an Event of Default, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer may release Daily Report delivered to the Borrower from such Collections Trustee by 2:00 p.m. (New York City time) to, and the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) Trustee shall, distribute at such Collections time and in the following order of priorityorder: (i) firstallocate Collections received since receipt of the last such Daily Report and held in the Concentration Account on such day, based on the Daily Report, either as Owner Collections or Seller Collections; (ii) out of such Owner Collections, allocate to, and hold in the Concentration Account, in trust for the Owners, the Trustee and the Collection Agent, an amount equal to the Servicer Yield/Fee Amount for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period such Deposit Date to the extent such amount has not been distributed previously so allocated; (iii) deposit the remainder of such Owner Collections to the ServicerSeller's Account, provided that, if immediately following any such deposit such Deposit Date would be a Pool Non-compliance Date, the Trustee shall retain all such remaining Owner Collections in the Concentration Account to be applied pursuant to Section 2.05(b)(iii); and (iv) deposit to the Seller's Account the Seller Collections. On the Business Day immediately prior to each Settlement Date during the Revolving Period, unless a Cure Period shall have occurred and be continuing, the Collection Agent shall direct the Trustee in writing to deposit to the Trustee's Account the amounts allocated and held in trust as described in clause (ii) above; provided, however, that the portion of such deposit allocable to the Trustee's expenses shall only be in an amount equal to the expenses reimbursable under the Purchase Documents actually incurred by the Trustee (as certified in reasonable detail to the Collection Agent in writing by the Trustee) during the current Interest Period or remaining unpaid with respect to any prior Interest Period. The Daily Report delivered by the Collection Agent to the Trustee on the first day of each Interest Period shall set forth the Yield/Fee Amount for such Settlement Date. (b) On each Deposit Date during each Settlement Period if and so long as a Cure Period shall have occurred and be continuing, the Collection Agent shall instruct the Trustee by a Daily Report delivered to the Trustee by 2:00 p.m. (New York City time) to, and the Trustee shall, at that time and in the following order: (i) allocate Collections received since receipt of the last such Daily Report and held in the Concentration Account on such day, based on the Daily Report, either as Owner Collections or Seller Collections; (ii) secondout of Owner Collections, to each Lender allocate to, and other Credit Party (ratablyhold in the Concentration Account, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party in trust for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect of such payments), plus, if applicableOwners, the Trustee and the Collection Agent, an amount of any equal to the Yield/Fee Amount for such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Period date to the extent such amount has not been distributed to such Lender or Credit Partypreviously so allocated; (iii) thirddeposit, out of the remainder of such Owner Collections, to the Cure Account in an amount sufficient to make the Net Subject Receivables Balance equal or exceed the Required Net Subject Receivables Balance; (iv) deposit the remainder of such Owner Collections to the Seller's Account; provided that, if immediately following any such deposit such Deposit Date would be a Pool Non-compliance Date, the Trustee shall retain all such remaining Owner Collections in the Concentration Account to be applied pursuant to Section 2.05(b)(iii); and (v) deposit to the Seller's Account the Seller Collections. On the Business Day immediately prior to each Settlement Date during a Cure Period, the Collection Agent shall direct the Trustee in writing to deposit to the Trustee's Account the amounts allocated and held in trust as described in clause (iii) of this Section 2.05(b). On each Business Day during each Settlement Period, if and so long as a Cure Period shall have occurred and be continuing, the Collection Agent shall direct the Trustee in writing to deposit to the Trustee's Account the amounts allocated and held in trust as described in clause (ii) above; provided, however, that the portion of such deposit allocable to the Trustee's expenses shall only be in an amount equal to the expenses reimbursable under the Purchase Documents actually incurred by the Trustee (as certified in reasonable detail to the Collection Agent in writing by the Trustee) during the current Interest Period or remaining unpaid with respect to any prior Interest Period. The Daily Report delivered by the Collection Agent to the Trustee on the first day of each Interest Period shall set forth the Yield/Fee Amount for such Settlement Date. (c) On each Deposit Date during the Amortization Period, the Collection Agent shall instruct the Trustee by a Daily Report delivered to the Trustee by 2:00 p.m. (New York City time) to, and the Trustee shall, at that time and in the following order: (i) allocate Collections received since receipt of the last such Daily Report and held in the Concentration Account, based on the Daily Report, either as Owner Collections or as Seller Collections; (ii) set aside and hold in the Concentration Account, in trust for the Owners, the Trustee and the Collection Agent, such Owner Collections; and (iii) deposit to the Seller's Account the Seller Collections. On the Business Day immediately prior to each Settlement Date during an Amortization Period, the Trustee shall deposit to the Trustee's Account (A) all amounts set aside as described in clause (ii) of this Section 2.05(c) and (B) the amount of Cure Funds on deposit in the Cure Account. (d) On any Business Day during the Revolving Period, unless a Cure Period shall have occurred and be continuing, the Seller may instruct the Collection Agent to direct the Trustee (as set forth in clause the Daily Report) to deposit to the Trustee's Account all or a portion of (xA) the Collections otherwise to be deposited into the Seller's Account pursuant to Sections 2.05(a)(iii) and (iv) and (B) the Yield/Fee Amount held in the Concentration Account pursuant to Section 2.05(a)(ii). (e) On any Business Day during the Revolving Period, the Seller may instruct the Trustee by an Officer's Certificate (which may be a standing instruction) delivered to the Trustee by 2:00 p.m. (New York City time) to, and the Trustee shall, transfer to the Seller's Account Cure Funds, if any, held in the Cure Account; provided that the Seller shall have delivered to the Trustee at the time of such request an Officer's Certificate stating that, after taking account of the requested withdrawal, the Net Subject Receivables Balance on such day is equal to or greater than the Required Net Subject Receivables Balance and setting forth the calculation supporting such statement. (f) If on any day the Outstanding Balance of any Subject Receivable is either (i) reduced as a result of any defective, rejected or returned merchandise or services, any cash discount, or any adjustment by the Seller, Maxtor or any Selling Affiliate or any Affiliate of any thereof, or (ii) reduced or canceled as a result of any dispute or claim, or any setoff in respect of any dispute or claim, by the Obligor thereof against the Seller, Maxtor or any Selling Affiliate or any Affiliate of any thereof (whether such dispute or claim arises out of the same or a related transaction or an unrelated transaction), the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation (yunless such Seller shall be deemed to have received on such day a collection in full of such Subject Receivable pursuant to the succeeding sentence), and the Seller shall make the payment required to be made by it in connection with such deemed Collection on the day required under, and otherwise pursuant to, Section 5.01(h). If on any day any of the representations or warranties in Section 4. 01 (h) is violated with respect to any Subject Receivable, the Seller shall be deemed to have received on such day a Collection in full of such Subject Receivable and shall make the payment required to be made by it in connection with such deemed Collection on the day required under, and otherwise pursuant to, Section 5.01 (h). In the case of each of the two preceding sentences, upon any actual payment in full by the Seller of any such Receivable, the Seller shall be deemed to have repurchased (without recourse and without representation or warranty, express or implied) such Receivable and such Receivable shall cease to be a "Subject Receivable" for purposes of this Agreement (zunless and until the Agent or any Owner is at any time required to return all or any portion of such payment for any reason). (g) belowExcept as otherwise stated in this Section 2.05 or as otherwise required by law or the underlying contract or the applicable Credit and Collection Policy, as applicable:all Collections received from an Obligor of any Receivable shall be applied to Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable unless such Obligor designated its payment for application to specific Receivables, and, in any case, no later than ten Business Days after such payment shall have been made by such Obligor.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of All Collections shall be held in the Collection Accounts pursuant to Section 8.03, the Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of Default, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for until their application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 and Section 9.03(c) are satisfied on such date, the Servicer Administrative Agent (A) may release to the Borrower Seller from such Collections on Unsold Receivables the amount (if any) necessary to pay (i) pay the purchase price for Receivables purchased by the Borrower Seller on such date in accordance with the terms of the Second Tier Purchase and Sale and Contribution Agreement or (ii) amounts owing so long as the Seller Obligations Final Due Date has not occurred and no Capital Coverage Deficit, Amortization Event, Event of Termination or Unmatured Event of Termination exists at such time or would result therefrom, for distribution to the Pledgor as a return on the Pledgor’s equity interest; provided that the Seller shall have delivered (or caused to be delivered) the certification required by Section 6.03(d) hereof as a condition to making such distribution and (B) may release to the Seller all or a portion of such Collections received on Sold Receivables in exchange for the Seller designating an equivalent amount (based on aggregate Unpaid Balances) of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section 2.01(f), which new Sold Receivables will be automatically and immediately sold by the Borrower Seller to the Originators under Administrative Agent (for the Subordinated Loans ratable benefit of the Purchasers) pursuant to Section 2.01(c) upon such release (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, (A) to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Yield Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Yield Period to the extent such amount has not been distributed to the Servicer) and (B) to the Administrative Agent for the payment of all fees, costs, expenses (including expenses of any counsel), indemnities and obligations owing to the Administrative Agent under this Agreement and the other Transaction Documents; (ii) second, to each Lender Purchaser and other Credit Purchaser Party (ratably, based on the amount then due and owingowing to such Purchaser Party), all accrued and unpaid InterestYield, Fees and Breakage Fees Amount due to such Lender Purchaser and other Credit Purchaser Party for the immediately preceding Interest Yield Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such InterestYield, Fees and Breakage Fees Amounts (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Yield Period to the extent such amount has not been distributed to such Lender Purchaser or Credit Purchaser Party; (iii) third, as set forth in clause (xA), (yB), (C) or (zD) below, as applicable: (A) to the extent that a Capital Coverage Deficit exists on such date: (I) first, to the Purchasers (ratably based on each Purchaser’s outstanding Capital) for the payment of a portion of the outstanding Aggregate Capital at such time, in an aggregate amount equal to the amount necessary to reduce the Capital Coverage Deficit to zero ($0), and (II) second, to the LC Collateral Account, in reduction of the Adjusted LC Participation Amount, in an amount equal to the amount necessary (after giving effect to clause (I) above) to reduce the Capital Coverage Deficit to zero ($0); (B) [reserved]; (C) if an Amortization Event has occurred and is continuing or if the Seller Obligations Final Due Date has occurred: (I) first, to the Purchasers (ratably based on each Purchaser’s outstanding Capital) for payment in full in cash of the outstanding Aggregate Capital at such time, including any Capital Reduction Premium (if any), and (II) second, to the LC Collateral Account the amount necessary to cause the amount of funds then held in the LC Collateral Account to equal the product of the LC Participation Amount multiplied by 105% or (D) at the election of the Seller and in accordance with Section 2.02(g), to the payment of all or any portion of the Aggregate Capital at such time, to the Purchasers (ratably based on each Purchaser’s outstanding Capital) for the payment of a portion of the outstanding Aggregate Capital at such time, in an aggregate amount equal to the amount elected by the Seller in accordance with Section 2.02(g), including any Capital Reduction Premium (if any); (iv) fourth, (A) first to cash collateralize any Fronting Exposure, if any, in accordance with Section 5.06, and (B) second, to the Purchaser Parties, the Affected Persons and the Seller Indemnified Parties (ratably, based on the amount due and owing at such time), for the payment of all other Seller Obligations then due and owing by the Seller to the Purchaser Parties, the Affected Persons and the Seller Indemnified Parties; and (v) fifth, the balance, if any, to be paid to, or at the direction of, the Seller for its own account. Amounts payable pursuant to clauses first through fourth above shall be paid first from available Collections on Sold Receivables and other Sold Assets, and second, to the extent necessary in order to make all such payments in full, from Collections on Unsold Receivables and other Seller Collateral. The Seller’s right to receive payments (if any) from time to time pursuant to clause fifth above shall, to the extent arising from Collections on Sold Receivables, constitute compensation to the Seller for the Seller’s provision of the Seller Guaranty and the Purchaser Parties’ interests in the Seller Collateral. (b) All payments or distributions to be made to the Purchasers or the LC Bank (or their respective related Affected Persons and the Seller Indemnified Parties) hereunder shall be paid or distributed to the Administrative Agent’s Account for distribution by the Administrative Agent to the related Purchaser at its Purchaser’s Account. Each Purchaser, upon its receipt in the applicable Purchaser’s Account of any such payments or distributions, shall distribute such amounts to its applicable related Affected Persons and the Seller Indemnified Parties. Notwithstanding anything to the contrary set forth in this Section 4.01, the Administrative Agent shall have no obligation to distribute or pay any amount under this Section 4.01 except to the extent actually received by the Administrative Agent. Each payment by the Servicer or the Seller to the Administrative Agent for the account of any Purchaser Party hereunder shall be deemed to constitute payment by the Servicer or the Seller directly to such Purchaser Party, provided, however, that in the event any such payment by the Servicer or Seller is required to be returned to the Servicer or Seller for any reason whatsoever, then the Servicer’s or Seller’s obligation to such Purchaser with respect to such payment shall be deemed to be automatically reinstated. Additionally, each Purchaser hereby covenants and agrees to provide timely and accurate responses to each of the Administrative Agent’s requests for information necessary for the Administrative Agent to make the allocations to the Purchasers required to be made by the Administrative Agent hereunder, including the applicable account of each Purchaser for which amounts should be distributed. (c) If and to the extent the Administrative Agent, any Purchaser Party, any Affected Person or any Seller Indemnified Party shall be required for any reason to pay over to any Person any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Administrative Agent, such Purchaser Party, such Affected Person or such Seller Indemnified Party, as the case may be, shall have a claim against the Seller for such amount. (d) For the purposes of this Section 4.01: (i) if on any day the Unpaid Balance of any Pool Receivable is reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed goods or services, or any revision, cancellation, allowance, rebate, credit memo, discount or other adjustment made by the Seller, any Originator, the Servicer or any Affiliate of the Servicer, or any setoff, counterclaim or dispute between the Seller or any Affiliate of the Seller, an Originator or any Affiliate of an Originator, or the Servicer or the Parent or any Affiliate thereof, and an Obligor, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction or adjustment and shall immediately pay any and all such amounts in respect thereof to a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Purchaser Parties for application pursuant to Section 4.01(a); (ii) if on any day any of the representations or warranties in Section 7.01 is not true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in full and shall immediately pay the amount of such deemed Collection to a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Purchaser Parties for application pursuant to Section 4.01(a) (Collections deemed to have been received pursuant to this Section 4.01(d) are hereinafter sometimes referred to as “Deemed Collections”); (iii) except as provided in clauses (i) or (ii) above or otherwise required by Applicable Law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (iv) if and to the extent the Administrative Agent, any Purchaser Party, any Affected Person or any Seller Indemnified Party shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any insolvency proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by such Person but rather to have been retained by the Seller and, accordingly, such Person shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Servicer shall set aside and hold in trust (which amounts held in trust may be commingled with other funds of the Servicer and its Affiliates in an account other than any Lock-Box Account), for the benefit of the Borrower and the Secured Parties (or, if so requested by the Administrative Agent during upon the occurrence and continuance of an Event of DefaultDefault or a Level 2 Ratings Event, segregate in a separate account designated approved by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Lock-Box Account; provided, however, that if Servicer desires to release funds to the Borrower from such collections to acquire Receivables in accordance with the terms of the Purchase and Sale Agreement (each such release, a “Reinvestment”) Servicer may do so long as if each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such datesatisfied, and the Servicer may release amount released to Borrower shall be limited to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for such Receivables purchased by the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer (if the Servicer is neither NuStar nor an Affiliate of either NuStar or the Borrower) for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Accrual Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Accrual Period to the extent such amount has not been distributed to the ServicerServicer (if the Servicer is neither NuStar nor an Affiliate of either NuStar or the Borrower)); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Accrual Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Accrual Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (ai) So long as Since Borrowers anticipate requesting borrowings of Revolving Loans on a regular basis, in order to administer the Administrative Revolving Loans in an efficient manner and to minimize the transfer of funds between Agent and Lenders, Lenders hereby instruct Agent, and Agent may (but is not obligated to) (A) make available, on behalf of Lenders, the full amount of all Revolving Loans requested by Borrowers not to exceed $3,000,000 in the aggregate at any one time outstanding without giving each Lender prior notice of the proposed borrowing, of such Lender's Pro Rata Share thereof and the other matters covered by the Notice of Borrowing and (B) if Agent has made any such amounts available as provided in clause (A), upon repayment of Revolving Loans by Borrowers, apply such amounts repaid directly to the amounts made available by Agent in accordance with clause (A) and not taken exclusive dominion yet settled as described below; PROVIDED, THAT, Agent shall not advance funds as described in clause (A) above if Agent has actually received prior to such borrowing (1) an officer's certificate from Administrative Borrower or any other Borrower pursuant to and control in accordance with Section 9.09 that a Default or Event of Default exists or has occurred and is continuing or (2) a Notice of Borrowing from any Borrower wherein the certification provided therein states that the conditions to the making of the Collection Accounts pursuant requested Revolving Loans have not been satisfied or waived in writing by Agent or (3) a written notice from the Required Lenders that the conditions to Section 8.03, the Servicer shall set aside and hold such borrowing have not been satisfied or waived in trust for the benefit of the Secured Parties (or, if so requested writing by the Administrative Agent during an Event of Default, segregate in a separate account designated by the Administrative Agent, which officer's certificate, Notice of Borrowing or notice, in each case, shall not have been rescinded. (ii) If Agent advances Revolving Loans on behalf of Lenders, as provided in clause (d)(i) above, the amount of outstanding Revolving Loans and each Lender's Pro Rata Share shall be an account maintained computed weekly rather than daily and controlled shall be adjusted upward or downward on the basis of the amount of outstanding Revolving Loans as of 5:00 P.M. on the Business Day immediately preceding the date of each computation; PROVIDED, THAT, Agent retains the absolute right at any time or from time to time to make the aforedescribed adjustments at intervals more frequently than weekly. Agent shall deliver to each Lender after the end of each week, or such lesser period or periods as Agent shall determine, a summary statement of the amount of outstanding Revolving Loans for such period (such week or lesser period or periods being hereafter referred to as a "Settlement Period"). Each Lender shall make the transfers described in the next succeeding sentence no later than 3:00 P.M. on the third day after a summary statement is sent by Agent. If in any Settlement Period, the Administrative amount of a Lender's Pro Rata Share of the Revolving Loans is in excess of the amount of Revolving Loans actually funded by such Lender, such Lender shall forthwith (but in no event later than the time set forth in the next preceding sentence) transfer to Agent unless by wire transfer in immediately available funds the Administrative amount of such excess; and, on the other hand, if the amount of a Lender's Pro Rata Share of the Revolving Loans in any Settlement Period is less than the amount of Revolving Loans actually funded by such Lender, Agent otherwise instructs shall forthwith transfer to such Lender by wire transfer in immediately available funds the amount of such difference. The obligation of each Lender to transfer such funds shall be irrevocable and unconditional and without recourse to or warranty by Agent. Each of Agent and Lenders agree to mark their respective books and records at the end of each Settlemenx Xxriod to show at all times the dollar amount of their respective Pro Rata Shares of the outstanding Revolving Loans. Since Agent on behalf of Lenders may be advancing and/or may be repaid Revolving Loans prior to the time when Lenders will actually advance and/or be repaid Revolving Loans, interest with respect to Revolving Loans shall be allocated by Agent to each Lender (including Agent in its sole discretion), for application capacity as a Lender) in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (ii) second, Revolving Loans actually advanced by and repaid to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts Agent in its capacity as a Lender) during each Settlement Period and shall accrue from and including the date such Revolving Loans are advanced by Agent to but excluding the date such Revolving Loans are repaid by Borrowers or indemnified amounts payable under Sections 4.03 and 13.01 actually settled by the applicable Lender as described in respect of such paymentsthis Section 2.02(d), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during at any time that an Event of DefaultTermination shall have occurred that has not been waived in accordance with this Agreement, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower Sellers or received in any Lock-Box or Collection Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such date, the Servicer may release to the Borrower Sellers from such Collections the amount (if any) necessary to be applied to pay (i) the purchase price for Receivables purchased by the Borrower Sellers on such date in accordance with the terms of the applicable Purchase and Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Yield Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Yield Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender Purchaser and other Credit Purchaser Party (ratably, based on the amount then due and owing), all accrued and unpaid InterestYield, Fees and Breakage Fees due to such Lender Purchaser and other Credit Purchaser Party for the immediately preceding Interest Yield Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such InterestYield, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Yield Period to the extent such amount has not been distributed to such Lender Purchaser or Credit Purchaser Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable: (x) prior to the occurrence of the Termination Date, to the extent that a Capital Coverage Deficit exists on such date, to the Purchasers (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the return of a portion of the outstanding Aggregate Capital at such time, in an aggregate amount equal to the amount necessary to reduce the Capital Coverage Deficit to zero ($0); (y) on and after the occurrence of the Termination Date, to each Purchaser (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the return in full of the aggregate outstanding Capital of such Purchaser at such time; or (z) prior to the occurrence of the Termination Date, at the election of the Sellers and in accordance with Section 2.02(d), to the return of all or any portion of the outstanding Capital of the Purchasers at such time (ratably, based on the aggregate outstanding Capital of each Purchaser at such time);

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control The collection of the Collection Accounts pursuant Pool Receivables shall be administered by the Servicer in accordance with this Agreement. The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of any Termination Day and current computations of the Purchased Interest. (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or the Servicer: (i) set aside and hold in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator) for the benefit of each Purchaser Group, out of such Collections, an amount equal to the sum of (w) the Aggregate Discount accrued through such day for each Portion of Capital not previously set aside, (x) an amount equal to the Fees accrued and unpaid through such day, (y) an amount equal to the Purchasers’ Share of the Servicing Fee accrued through such day and not previously set aside and (z) all other amounts then due and payable by the Seller under this Agreement to the Purchasers, the Purchaser Agents, the Administrator, and any other Indemnified Party or Affected Person; (ii) subject to Section 8.031.4(f), if such day is not a Termination Day, remit to the Seller, ratably, on behalf of the Purchasers, the remainder of such Collections. Such remainder shall, to the extent representing a return on the Aggregate Capital, be automatically reinvested, ratably according to each Purchaser’s Capital, in Pool Receivables and in the Related Security, Collections and other proceeds with respect thereto; provided, however, that if, after giving effect to any such reinvestment, (x) the Purchased Interest would exceed 100%, or (y) the Aggregate Capital would exceed the Purchase Limit then in effect, then the Servicer shall not remit such remainder to the Seller or reinvest, but shall set aside and hold in trust for the Administrator (for the benefit of the Secured Parties Purchasers) (orand shall, if so requested by at the Administrative Agent during an Event request of Defaultthe Administrator, segregate in a separate account designated approved by the Administrative AgentAdministrator) a portion of such Collections that, together with the other Collections set aside pursuant to this paragraph, shall equal the amount necessary to reduce the Purchased Interest to 100% or cause the Aggregate Capital not to exceed the Purchase Limit, as the case may be (determined as if such Collections set aside had been applied to reduce the Aggregate Capital at such time), which amount shall be an deposited ratably to each Purchaser Agent’s account maintained (for the benefit of its related Purchasers) for distribution and controlled by application on the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application next Settlement Date in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection AccountSection 1.4(d); provided, howeverfurther, that so long as each (x) in the case of any Purchaser that is a Conduit Purchaser, if such Purchaser has provided notice (a “Declining Notice”) to its Purchaser Agent, the conditions precedent Administrator, and the Servicer that such Purchaser (a “Declining Conduit Purchaser”) no longer wishes Collections with respect to any Portion of Capital funded or maintained by such Purchaser to be reinvested pursuant to this clause (ii), and (y) in the case of any Purchaser that has provided notice (an “Exiting Notice”) to its Purchaser Agent of its refusal, pursuant to Section 1.12, to extend the then-scheduled Facility Termination Date hereunder (an “Exiting Purchaser”) then in either case set forth in Section 5.03 are satisfied subclauses (x) or (y), above, such Collections shall not be reinvested and shall instead be held in trust for the benefit of such Purchaser and applied in accordance with clause (iii) below; it being understood and agreed that the foregoing shall not limit any obligation of any Committed Purchaser in a Declining Conduit Purchaser’s Purchaser Group to make purchases and reinvestments hereunder; (iii) if such day is a Termination Day (or any day following the provision of a Declining Notice or an Exiting Notice), set aside, segregate and hold in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator) for the benefit of each Purchaser Group the entire remainder of such Collections (or in the case of a Declining Conduit Purchaser or an Exiting Purchaser an amount equal to such Purchaser’s ratable share of such Collections based on its Capital; provided, that solely for the purpose of determining such datePurchaser’s ratable share of such Collections, such Purchaser’s Capital shall be deemed to remain constant from the Servicer date of the provision of a Declining Notice or an Exiting Notice, as the case may be, until the date such Purchaser’s Capital has been paid in full; it being understood that if such day is also a Termination Day, such Declining Conduit Purchaser’s or Exiting Purchaser’s Capital shall be recalculated taking into account amounts received by such Purchaser in respect of this parenthetical and thereafter Collections shall be set aside for such Purchaser ratably in respect of its Capital (as recalculated)); and (iv) release to the Borrower from such Seller (subject to Section 1.4(f)) for its own account any Collections in excess of: (w) amounts required to be reinvested in accordance with clause (ii) plus (x) the amount (if any) necessary amounts that are required to pay be set aside pursuant to clause (i) above, pursuant to the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or proviso to clause (ii) amounts owing by above and pursuant to clause (iii) above, plus (y) the Borrower to Seller’s Share of the Originators under the Subordinated Loans Servicing Fee accrued and unpaid through such day. (each such release, a “Release”). c) On each Settlement Date, so long as the Administrative Servicer shall, in accordance with the priorities set forth in Section 1.4(d), deposit into the account specified by each Purchaser Agent has Collections held for such Purchaser Agent (for the benefit of its related Purchasers) pursuant to Section 1.4(b)(i) or 1.4(f) plus the amount of Collections then held for such Purchaser Agent (for the benefit of its related Purchasers) pursuant to Sections 1.4(b)(ii) and 1.4(b)(iii); provided, that if TransDigm or an Affiliate thereof is the Servicer and such day is not taken exclusive dominion and control a Termination Day, TransDigm (or such Affiliate) may retain the portion of the Collections Accounts set aside pursuant to Section 8.031.4(b)(i) that represents the aggregate of the Purchasers’ Share of the Servicing Fee. On or prior to each Settlement Date, each Purchaser Agent will notify the Servicer (or, following its assumption of exclusive dominion and control by electronic mail of the Collection Accountsamount of Discount accrued with respect to each Portion of Capital during such related Settlement Period (d) The Servicer shall distribute the amounts described (and at the times set forth) in Section 1.4(c) on each Settlement Date, the Administrative Agent) shall, distribute such Collections in the following order of priorityas follows: (i) if such Settlement Date is not a Termination Day: (A) first, if the Servicer has set aside amounts in respect of the Servicing Fee pursuant to Section 1.4(b)(i) and has not retained such amounts pursuant to Section 1.4(c), to the Servicer (payable in arrears on each Settlement Date) in payment in full of the aggregate Purchasers’ Share of the accrued Servicing Fees so set aside; and (B) second, to each Purchaser Agent ratably according to the Discount and Fees accrued during such Settlement Period (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of all such accrued Discount with respect to each Portion of Capital maintained by such Purchasers and all such accrued Fees owing to such Purchasers; it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably according to Discount and Fees, respectively; and (ii) if such Settlement Date is a Termination Day: (A) first, to the Servicer (if the Servicer is not TransDigm of an Affiliate thereof), in payment in full of the Purchasers’ Share of all accrued Servicing Fees; (B) second to each Purchaser Agent ratably (based on the aggregate accrued and unpaid Discount and Fees payable to all Purchasers at such time) (for the payment benefit of the relevant Purchasers in such Purchaser Agent’s Purchaser Group) in payment in full of all accrued Discount with respect to each Portion of Capital funded or maintained by the Purchasers within such Purchaser Agent’s Purchaser Group and all accrued Fees; (C) third to each Purchaser Agent ratably according to the aggregate of the Capital of each Purchaser in each such Purchaser Agent’s Purchaser Group (for the benefit of the relevant Purchasers in such Purchaser Agent’s Purchaser Group) in payment in full of each Purchaser’s Capital; it being understood that each Purchaser Agent shall distribute the amounts described in the first, second and third clauses of this Section l.4(d)(ii) to the Purchasers within such Purchaser Agent’s Purchaser Group ratably according to Discount, Fees and Capital, respectively; and (D) fourth, if the Aggregate Capital and accrued Aggregate Discount with respect to each Portion of Capital for all Purchaser Groups have been reduced to zero, and the aggregate of the Purchasers’ Share of all accrued Servicing Fees payable to the Servicer have been paid in full, to each Purchaser Agent ratably, based on the remaining amounts, if any, payable to each Purchaser in such Purchaser Agent’s Purchaser Group (for the immediately preceding benefit of the relevant Purchasers in such Purchaser Agent’s Purchaser Group), the Administrator and any other Indemnified Party or Affected Person in payment in full of any other amounts owed thereto by the Seller or the Servicer hereunder; and (E) fifth, to the Servicer (if the Servicer is TransDigm or an Affiliate thereof) in payment in full of the aggregate of the Purchasers’ Share of all accrued Servicing Fees. After the Aggregate Capital, Aggregate Discount, Fees and Servicing Fees with respect to the Purchased Interest, and any other amounts payable by the Seller to each Purchaser Group, the Administrator or any other Indemnified Party or Affected Person hereunder, have been paid in full, all additional Collections with respect to the Purchased Interest Period shall be paid to the Seller for its own account. (pluse) For the purposes of this Section 1.4: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or cancelled as a result of any defective, if applicablerejected, returned, or any revision, cancellation, allowance, rebate, discount or other adjustment (other than as a result of discharge in bankruptcy with respect to such Obligor) made by the Seller or any Affiliate of the Seller, or by the Servicer or any Affiliate of the Servicer, or any setoff or dispute between the Seller or any Affiliate of the Seller, or the Servicer or any Affiliate of the Servicer and an Obligor, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of Servicing Fees payable such reduction or adjustment and shall (i) if such day is not a Termination Day, hold any and all such amounts in trust for the benefit of the Purchasers and their assigns and, on the following Settlement Date, apply such amounts in accordance with this Section 1.4 or (ii) if such day is a Termination Day, immediately pay any prior Interest Period and all such amounts in respect thereof to a Lock-Box Account for the extent such amount has not been distributed benefit of the Purchasers and their assigns and for application pursuant to the Servicer)Section 1.4; (ii) secondif on any day any of the representations or warranties in Sections l(j) or 3(a) of Exhibit III is not true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in full and shall immediately pay the amount of such deemed Collection to a Lock-Box Account (or as otherwise directed by the Administrator at such time) for the benefit of the Purchasers and their assigns and for application pursuant to this Section 1.4 (Collections deemed to have been received pursuant to clause (i) or (ii) of this paragraph (e) are hereinafter sometimes referred to as “Deemed Collections”); (iii) except for Deemed Collections applied to specific Receivables pursuant clause (i) or (ii) or as may be otherwise required by Applicable Law or by the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (iv) if and to the extent the Administrator, any Purchaser Agent or any Purchaser shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by such Person but rather to have been retained by the Seller and, accordingly, such Person shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (f) If at any time the Seller shall wish to cause the reduction of Aggregate Capital (but not to commence the liquidation, or reduction to zero, of the entire Aggregate Capital) the Seller may do so as follows: (i) the Seller shall give the Administrator and each Purchaser Agent written notice in the form of Annex E (each, a “Paydown Notice”) at least two Business Days prior to the date of such reduction and each such Paydown Notice shall include, among other things, the amount of such proposed reduction and the proposed date on which such reduction will commence; (ii) on the proposed date of the commencement of such reduction and on each day thereafter, the Servicer shall cause Collections not to be reinvested until the amount thereof not so reinvested shall equal the amount of such proposed reduction specified in the Paydown Notice; and (iii) the Servicer shall hold such Collections in trust for the benefit of each Purchaser ratably according to its Capital, for payment to each Lender and other Credit Party such Purchaser (ratably, based or its related Purchaser Agent for the benefit of such Purchaser) on the next Settlement Date (or such other date as agreed to by the Administrator and Seller) with respect to any Portions of Capital maintained by such Purchaser immediately following the related current Settlement Period, and the Aggregate Capital (together with the Capital of any related Purchaser) shall be deemed reduced in the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to be paid to such Lender and other Credit Party Purchaser (or its related Purchaser Agent for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect benefit of such payments)Purchaser) only when in fact finally so paid; provided, plus, if applicable, that: (A) the amount of any such Interestreduction shall be not less than $1,000,000 for each Purchaser Group and shall be an integral multiple of $100,000 in excess thereof, Fees and Breakage Fees unless reduced to zero, the entire Aggregate Capital after giving effect to such reduction shall be not less than $1,000,000; and (including B) with respect to any additional amounts or indemnified amounts payable under Sections 4.03 Portion of Capital, the Seller shall choose a reduction amount, and 11.01 in respect the date of such payments) payable for any prior Interest Period commencement thereof, so that to the extent practicable such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:reduction shall commence and conclude on the following Settlement Date.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control The collection of the Collection Accounts Pool Receivables shall be administered by the Servicer in accordance with this Agreement. The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of the Facility Termination Date and current computations of the Purchased Interest (and the components thereof). (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or the Servicer: (i) set aside and hold in trust (and shall, at the request of the Administrator after the occurrence of an Unmatured Termination Event or Termination Event, segregate in a separate account approved by the Administrator) for the benefit of each Purchaser Group, out of such Collections, an amount equal to the sum of (w) the Aggregate Discount accrued through such day for each portion of Capital not previously set aside, (x) an amount equal to the fees owing to the Purchasers and the Administrator accrued and unpaid through such day, and (y) all other amounts then due and payable by the Seller under this Agreement to the Purchasers, the Purchaser Agents, the Administrator, and any other Indemnified Party or Affected Person; (ii) subject to Section 1.4(f), if such day is not a Termination Day, the remainder of the Collections not set aside pursuant to clause (b)(i) of this Section 8.031.4 shall, to the extent representing a return of Capital, be automatically Reinvested according to each Purchaser’s Capital in Pool Receivables, and in the associated Related Security, Collections and other proceeds with respect thereto; provided, however, that, if after giving effect to any such Reinvestment, (x) the Purchased Interest would exceed 100% or (y) the Aggregate Capital would exceed the Purchase Limit then in effect, then the Servicer shall not so Reinvest, but shall set aside and hold in trust for the benefit of the Secured Parties Purchasers (orand shall, if so requested by at the Administrative Agent during an Event request of Defaultthe Administrator, segregate in a separate account designated approved by the Administrative AgentAdministrator) a portion of such Collections that, together with the other Collections set aside pursuant to this paragraph, shall equal the amount necessary to (x) reduce the Purchased Interest to 100% and (y) cause the Aggregate Capital to not exceed the Purchase Limit, as applicable, which amount shall be an deposited ratably to each Purchaser Agent’s account maintained (for the benefit of its related Purchasers and controlled to be applied in reduction of their respective Capital) on the next Settlement Date in accordance with Section 1.4(c); (iii) if such day is a Termination Day, set aside, segregate and hold in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretionAdministrator), for application the benefit of each Purchaser Group, the entire remainder of the Collections not set aside pursuant to clause (b)(i) of this Section 1.4; provided, that if amounts are so set aside and held in trust on any Termination Day, then such previously set-aside amounts shall, to the extent representing a return on Capital, be Reinvested in accordance with clause (ii) above on the next day to occur that is not a Termination Day (if any); and (iv) release to the Seller (subject to Section 1.4(f)) for its own account any Collections in excess of: (w) amounts required to be Reinvested in accordance with clause (ii) above plus (x) the amounts that are required to be set aside pursuant to clause (i) above, pursuant to the proviso to clause (ii) above and pursuant to clause (iii) above, plus (y) the Seller’s Servicing Fees accrued and unpaid through such day. (c) On the fifth (5th) Business Day of each calendar month, each Purchaser Agent will notify the Servicer by electronic mail of the amount of Discount accrued with respect to each portion of Capital during the previous Settlement Period. On each Settlement Date, the Servicer shall, in accordance with the priority of payments priorities set forth belowin Section 1.4(d), all deposit into the account specified by each Purchaser Agent Collections on Pool Receivables that are actually received by held for such Purchaser Agent (for the Servicer benefit of its related Purchasers) pursuant to Section 1.4(b)(i) or 1.4(f) plus the Borrower or received in any Lock-Box or Collection Accountamount of Collections then held for such Purchaser Agent (for the benefit of its related Purchasers) pursuant to Sections 1.4(b)(ii) and 1.4(b)(iii); provided, however, that so long if the Information Package delivered by the Servicer indicates a Purchased Interest in excess of 100%, then the amount of Collections not Reinvested pursuant to clause (b)(ii) shall be deposited into the account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer on the date such Information Package is received and on each of day thereafter to the conditions precedent extent the Purchased Interest exceeds 100%. (d) The Servicer shall distribute the amounts described (and at the times set forth forth) in Section 5.03 are satisfied 1.4(c) on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long Date as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priorityfollows: (i) if such distribution occurs on a day that is not a Termination Day and the Purchased Interest does not exceed 100%: first, to the Servicer Servicer, the Servicing Fee, to the extent accrued and unpaid through the last day of the immediately preceding Settlement Period until such accrued fees are paid in full, to the extent not otherwise netted out from Collections by the Servicer; second, to the extent such amounts are then payable hereunder, to each Purchaser Agent (for the payment benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), in payment in full of, all accrued Discount with respect to each portion of Capital maintained by such Purchasers (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each Purchaser’s Capital); third, ratably to the Purchaser Agents and the Administrator, all accrued fees (including program fees) owing to the Purchasers (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each such Purchaser’s Capital) and to the Administrator; fourth, if the Servicer has set aside amounts in respect of a reduction of the Aggregate Capital pursuant to clause (f) below, to each Purchaser Agent (for the benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), in payment in full of the related reduction in Aggregate Capital; it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each such Purchaser’s Capital; and fifth, to the Seller for its own account. (ii) if such distribution occurs on a Termination Day or on any day on which the Purchased Interest exceeds 100%: first, to the Servicer, the Servicing Fee, to the extent accrued and unpaid through the last day of the immediately preceding Settlement Period until such accrued fees are paid in full, to the extent not otherwise netted out from Collections by the Servicer; second, to each Purchaser Agent (for the benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), in payment in full of, all accrued Discount with respect to each portion of Capital maintained by such Purchasers (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each Purchaser’s Capital); third, ratably to the Purchaser Agents and the Administrator, such accrued fees owing to the Purchasers (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each Purchaser’s Capital) and to the Administrator; fourth, to each Purchaser Agent (for the benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), in payment in full of each Purchaser’s Capital (or if such day is not a Termination Day but is a day on which the Purchased Interest exceeds 100%, the amount necessary to reduce the Purchased Interest to 100%) it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably in accordance with each Purchaser’s Capital; fifth, if the Aggregate Capital and accrued Aggregate Discount and fees with respect thereto have been reduced to zero (or the Aggregate Capital has been reduced to the extent necessary to cause the Purchased Interest not to exceed 100%), and all accrued Servicing Fees payable to the Servicer have been paid in full, to the Purchasers, the Administrator and any other Indemnified Party or Affected Person in payment in full of any other Aggregate Unpaids owed thereto by the Seller hereunder (other than contingent indemnification obligations); and sixth, to pay all outstanding amounts owing under the Company Note; and sixthseventh, to the Seller for its own account. (e) For the immediately preceding Interest Period purposes of this Section 1.4: (plusi) if on any day the Outstanding Balance of any Pool Receivable is reduced or canceled as a result of (x) without duplication, if applicableany revision, cancellation, allowance, rebate, dilution, discount, or other adjustment (including, without limitation, an extension or adjustment made pursuant to the applicable Credit and Collection Guidelines) made by the Seller, the Servicer or any Originator, including in connection with the cancellation and reissuance of any Pool Receivable, or (y) any set-off or dispute between the Seller or any Originator and an Obligor (any such reduction or cancellation, a “Dilution”), in any such case, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of Servicing Fees payable for such reduction, adjustment, cancellation or dispute (which, in the case of a cancellation and reissuance of any prior Interest Period Pool Receivable, shall be an amount equal to the extent full Outstanding Balance of the cancelled Pool Receivable) and shall, subject to Section 1.4(e)(v), (x) if such amount has day is not been distributed a Termination Day, hold any and all such amounts in trust for the benefit of each Purchaser Group and, on the following Settlement Date, apply such amounts in accordance with this Section 1.4 or (y) if such day is a Termination Day, within two (2) Business Days of such reduction or adjustment, pay from its own funds any and all such amounts in respect thereof to a Collection Account or the Servicer)Concentration Account for the benefit of each Purchaser Group and for application pursuant to this Section 1.4; (ii) secondif on any day any of the representations or warranties in Section 1(g) or (n) of Exhibit III is not true with respect to any Pool Receivable a Collection of the full Outstanding Balance of such Pool Receivable, the Seller shall, subject to Section 1.4(e)(v), (1) if such day is not a Termination Day, hold any and all such amounts in trust for the benefit of each Purchaser Group and, on the following Settlement Date, apply such amounts in accordance with this Section 1.4 or (2) if such day is a Termination Day, within two (2) Business Days, pay any and all such amounts from its own funds in respect thereof to a Collection Account or the Concentration Account for the benefit of each Purchaser Group and for application pursuant to this Section 1.4 (Collections deemed to have been received pursuant to Sections 1.4(e)(i) or (ii) are hereinafter sometimes referred to as “Deemed Collections”); (iii) except as provided in clause (i) or (ii), or as otherwise required by applicable Law, all Collections received from an Obligor of any Pool Receivable shall be applied to the Pool Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables; (iv) if and to the extent the Administrator or any Purchaser shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by the Administrator or such Purchaser but rather to have been retained by the Seller and, accordingly, the Administrator or such Purchaser, as the case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof; (v) if at any time before the Facility Termination Date the Seller is deemed to have received any Deemed Collection under Sections 1.4(e)(i) or (ii), so long as no Termination Day then exists, the Seller may satisfy its obligation to deliver the amount of such Deemed Collections to a Collection Account or the Concentration Account by instead recalculating (or being deemed to have recalculated) the Purchased Interest by decreasing the Net Receivables Pool Balance by the amount of such Deemed Collections, so long as such adjustment does not cause the Purchased Interest to exceed 100%; and (vi) if at any time the Seller satisfies in full its obligations hereunder with respect to Deemed Collections (whether by payment to a Collection Account or the Concentration Account and/or by reducing the Net Receivables Pool Balance), the Administrator, on behalf of the Purchasers, shall re-convey to the Seller the Pool Receivable(s) to which such Deemed Collection relates, without recourse and without any representation or warranty except that such Pool Receivable is free and clear of liens, security interests, charges and encumbrances created by the Administrator or any such Purchaser, and thereafter the Seller shall not sell any interest in such Receivable to the Administrator on behalf of the Purchasers. (f) At any time, the Seller may elect to cause a reduction of Capital in accordance with this clause (f). The Seller may do so as follows: (i) the Seller shall deliver to the Administrator, each Purchaser Agent and the Servicer written notice in substantially the form of Annex C (the “Paydown Notice”) at least two Business Days’ prior to the date of such reduction for any reduction of Aggregate Capital, which notice shall include the amount of such proposed reduction and the proposed date on which such reduction will commence; (ii) on the proposed date of the commencement of such reduction and on each day thereafter, the Servicer shall cause Collections not to be Reinvested until the amount thereof not so Reinvested shall equal the desired amount of the reduction of Aggregate Capital; and (iii) the Servicer shall hold (or cause the Seller to set aside and hold) such Collections in trust for each Purchaser, for payment to each Lender and other Credit Party (ratably, based Purchaser Agent for the benefit of such Purchaser on the next Settlement Date, and the Aggregate Capital shall be deemed reduced in the amount then due and owing)to be paid to a Purchaser Agent only when in fact finally so paid; provided, all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period that (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect of such payments), plus, if applicable, x) the amount of any such Interestreduction (if not a reduction to zero) shall be not less than $1,000,000 and shall be an integral multiple of $100,000, Fees and Breakage Fees the entire Aggregate Capital after giving effect to such reduction shall be not less than $10,000,000 (including any additional amounts or indemnified amounts payable under Sections 4.03 unless the entire Aggregate Capital shall have been reduced to zero); and 11.01 in respect (y) the Seller shall choose a reduction amount, and the date of such payments) payable for any prior Interest Period commencement thereof, so that to the extent practicable such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth reduction shall commence and conclude in clause (x), (y) or (z) below, as applicable:the same Settlement Period.

Settlement Procedures. (a) So long as Collection of the Administrative Agent has not taken exclusive dominion Pool Receivables shall be administered by the Servicer in accordance with the terms of this Agreement. The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of any Termination Day and control current computations of the Purchased Assets Coverage Percentage. (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or Servicer, transfer (or cause to be transferred) such Collections from the Lock-Box Accounts and deposit (or cause to be deposited) such Collections into a Collection Account. With respect to all Collections on deposit in the Collection Accounts pursuant to Section 8.03on such day, the Servicer shall shall: (i) set aside and hold in trust for in the benefit of the Secured Parties Collection Accounts (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion)) for the benefit of the Purchaser (and, for application in the case of clause fourth below, the other applicable Purchaser Parties, subject to their right to receive such amounts solely in accordance with the priority of payments priorities for payment set forth in Section 1.6(d) below), out of such Collections, first an amount equal to all Collections Discount accrued through such day and not previously set aside, second, an amount equal to the sum of the Used Fees, Unused Fees and Breakage Costs accrued through such day and not previously set aside, third, to the extent funds are available therefor, an amount equal to the Servicing Fee accrued through such day and not previously set aside and fourth, to the extent funds are available therefor, any other amounts (other than return of Capital) owed to any Purchaser Party pursuant to Section 1.9, Section 1.10, Section 3.1, or Section 5.4 and not previously set aside; (ii) subject to Sections 1.6(f) and 1.6(i), if such day is not a Termination Day, remit to the Seller, on Pool Receivables that are actually received by behalf of the Servicer or Purchaser, the Borrower or received remainder of such Collections. Such remainder shall, (x) to the extent representing a return of Capital, be automatically reinvested in any Lock-Box or Collection AccountPurchased Assets and other proceeds with respect thereto and (y) to the extent not representing a return of Capital, be paid (on behalf of the Purchaser) to the Seller in respect of the Deferred Purchase Price for the Purchased Assets; provided, however, that if, after giving effect to such Reinvestment, the Purchased Assets Coverage Percentage would exceed 100%, then the Servicer shall set aside and hold in trust in the Collection Accounts (or, if so long as each requested by the Agent, segregate in a separate account designated by the Agent, which shall be an account maintained and controlled by the Agent unless the Agent otherwise instructs in its sole discretion) for the benefit of the conditions precedent Purchaser in accordance with clause (iii) below the portion of such remaining Collections that, together with any other Collections set forth in Section 5.03 aside pursuant to this clause (ii), equals the amount necessary to reduce the Purchased Assets Coverage Percentage to 100% (or, if all such remaining Collections are satisfied on not sufficient to reduce the Purchased Assets Coverage Percentage to 100%, then all such dateremaining Collections shall be so set aside for the benefit of the Purchaser), the Servicer may release rather than remitting all of such remaining Collections to the Borrower from Seller for Reinvestment or for payment of the Deferred Purchase Price; (iii) if such day is a Termination Day, set aside and hold in trust in the Collection Account (or, if so requested by the Agent, segregate in a separate account designated by the Agent, which shall be an account maintained and controlled by the Agent unless the Agent otherwise instructs in its sole discretion) for the benefit of the Purchaser Parties the entire remainder of such Collections; and (iv) subject to Sections 1.6(f) and 1.6(i), pay to the Seller (on behalf of the Purchaser) for the Seller’s own account and in payment of the Deferred Purchase Price for the Purchased Assets, any Collections in excess of: (x) amounts required to be reinvested in accordance with clause (ii) above, plus (y) the amount (if any) necessary amounts that are required to pay be set aside pursuant to clause (i) above, pursuant to the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or proviso to clause (ii) amounts owing by above and pursuant to clause (iii) above, plus (z) all reasonable and appropriate out-of-pocket costs and expenses of the Borrower to Servicer for servicing, collecting and administering the Originators under the Subordinated Loans Pool Receivables. (each such release, a “Release”). c) On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its the assumption of exclusive dominion and control of the Collection AccountsAccounts by the Agent pursuant to and in accordance with the terms hereof, the Administrative Agent) shallshall (i) deposit into the applicable Purchaser’s Account (or such other account designated by the Agent) all Collections held on deposit in each Collection Account for the benefit of the Purchaser Parties pursuant to Section 1.6(b) and Section 1.6(f) and that have not already been distributed to the Purchaser Parties pursuant to Section 1.6(i) and (ii) deposit to the Servicer’s own account, distribute from Collections held on deposit in the Collection Account pursuant to clause third of Section 1.6(b)(i) in respect of the accrued Servicing Fee, an amount equal to the Servicer’s portion of such Collections accrued Servicing Fee. (d) Upon receipt of funds deposited into any of the Purchaser’s Accounts pursuant to Section 1.6(c), the Agent shall cause such funds to be distributed as follows: (i) if such distribution occurs on a day that is not a Termination Day, such funds shall be distributed in the following order of priority: first to the Purchaser in payment in full of all unpaid Discount accrued during the most recently ended Discount Accrual Period, second to the Purchaser in payment in full of all unpaid Used Fees, Unused Fees and Breakage Costs accrued during the most recently ended Discount Accrual Period, third to the Purchaser in payment of outstanding Capital (and accrued Discount thereon) to the extent that funds have been set aside for such purpose pursuant to Section 1.6(f), fourth to the Purchaser, the Agent and any other Purchaser Party in payment in full of any other amounts owed thereto pursuant to Section 1.9, Section 1.10, Section 3.1, or Section 5.4 and fifth, any remaining amounts shall be paid to the Purchaser in payment of outstanding Capital; and (ii) if such distribution occurs on a Termination Day, such funds shall be distributed in the following order of priority: first to the Purchaser in payment in full of all accrued and unpaid Discount, second to the Purchaser in payment in full of all accrued and unpaid Used Fees, Unused Fees and Breakage Costs, third to the Purchaser in payment in full of all outstanding Capital, and fourth to the Purchaser, the Agent and any other Purchaser Party in payment in full of any other amounts owed thereto by the Seller or the Servicer hereunder (including, without limitation, pursuant to Section 1.9, Section 1.10, Section 3.1, or Section 5.4) or under any other Transaction Document. After the occurrence of the Final Payout Date, all additional Collections with respect to the Purchased Assets shall be paid to the Seller for its own account in payment of the Deferred Purchase Price for the Purchased Assets. (e) For the purposes of this Section 1.6: (i) firstif on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, damaged, rejected, returned, repossessed or foreclosed goods or services, or any discount, rebate, credit, counterclaim, billing error or other adjustment made by the Seller, any Originator or Servicer, or any setoff or dispute between the Seller, any Originator or Servicer and any Obligor, the Seller shall be deemed to the Servicer for the payment have received on such day a Collection of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, such Pool Receivable in the amount of Servicing Fees payable for such reduction or adjustment; (ii) if on any prior Interest Period day any of the representations or warranties in paragraphs (e), (f) or (k) of Section 1 of Exhibit III is not true with respect to any Pool Receivable, the Seller of such Pool Receivable shall be deemed to have received on such day a Collection of such Pool Receivable in full; (iii) If an Obligor makes a payment but does not designate the Receivable to which such payment applies, then the Servicer shall contact such Obligor promptly in order to determine to which Receivable such payment relates; provided, that if the Obligor does not direct the Servicer to apply such payment to a particular Receivable or Receivables within thirty (30) days after such payment has been received in a Lock-Box Account or by the Servicer, then, except as otherwise required by applicable law or the relevant Contract, such payment shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable; and (iv) if and to the extent the Agent, the Purchaser or any other Indemnified Party shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount has shall be deemed not to have been distributed so received but rather to have been retained by the Seller of the relevant Pool Receivable and, accordingly, the Agent or the Purchaser, as the case may be, shall have a claim against the Seller for such amount, payable when and to the Servicerextent that any distribution from or on behalf of such Obligor is made in respect thereof. (f) If at any time the Seller shall wish to cause the reduction of the Capital (in whole or in part), the Seller may do so as follows: (i) the Seller shall give the Agent at least one (1) Business Day’s prior written notice thereof in the form of Annex C (each, a “Paydown Notice”) setting forth the proposed amount of such reduction and the proposed date on which such reduction will commence (the “Paydown Date”); (ii) second, to each Lender and other Credit Party (ratably, based on the proposed date of commencement of such reduction and on each day thereafter, the Servicer shall cause Collections with respect to the Capital or portion thereof to be reduced (including to any related Discount) not to be reinvested or used to pay the Deferred Purchase Price until the amount then due thereof not so reinvested shall equal the desired amount of reduction; and (iii) the Servicer shall hold such Collections in a Collection Account for the benefit of the Purchaser, for payment to the Purchaser’s Account on the next Settlement Date (and owingin the case of a reduction of the entire Capital, the Servicer shall hold in the Collection Accounts for payment on such date an amount equal to all other obligations of the Seller or the Servicer to the Purchaser, the Agent and each other Purchaser Party hereunder) in accordance with Section 1.6(c), all accrued and unpaid Interest, Fees and Breakage Fees due the Capital shall be deemed reduced in the amount to such Lender and other Credit Party for be paid to the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 Purchaser’s Account only when in respect of such payments), plus, if applicablefact finally so paid; provided that, the amount of any such Interestreduction of Capital shall be not less than one million Dollars ($1,000,000) or an integral multiple of one hundred thousand Dollars ($100,000) in excess thereof unless the aggregate Capital shall have been reduced to zero; provided, Fees further, unless the information set forth in such Paydown Notice is also delivered through Agent’s electronic platform or portal, such Paydown Notice shall not be effective and Breakage Fees the commencement of the reduction of the Aggregate Capital shall not occur until the Agent shall have received such information from the Seller reasonably requested by the Agent to complete its authentication process with respect to such Paydown Notice and the results of the Agent’s authentication process shall be satisfactory to the Agent in its sole discretion, as notified by the Agent to the Seller in writing (including and the Agent shall promptly notify the Seller as to whether or not such results are satisfactory). (g) Subject to Section 1.6(h) below, if at any additional time that no Termination Event or Unmatured Termination Event has occurred and is continuing and the Agent is currently taking Dominion Actions with respect to the Collection Accounts (any such period, a “Subject Dominion Period”), upon written request received from the Servicer, the Agent shall promptly request the applicable Collection Account Banks to remit to the Servicer available amounts or indemnified amounts payable under Sections 4.03 on deposit in the Collection Accounts that (x) are otherwise not required to be maintained in the Collection Accounts pursuant to Section 1.6(b) and 11.01 (y) are specified in respect of such payments) payable for any prior Interest Period written request received by the Agent from the Servicer (such amount, the “Requested Remittance Amount”), to the extent that each of the following conditions are satisfied at such amount time (and acceptance of the proceeds of such remittance shall be deemed a representation and warranty by the Servicer that the following conditions (except for the condition set forth in the following clause (ii)) are then satisfied): (i) no Termination Event or Unmatured Termination Event has occurred and is continuing or would result from such transfer of the Requested Remittance Amount; (ii) the Agent does not been distributed in good faith reasonably believe that the amounts that will be on deposit in the Collection Accounts after giving effect to such Lender or Credit Partytransfer of the Requested Remittance Amount will be less than the amounts required to be maintained in the Collection Accounts pursuant to Section 1.6(b); (iii) third, as the Purchased Assets Coverage Percentage would not exceed 100% after giving effect to such transfer of the Requested Remittance Amount; (iv) the Weekly Report delivered immediately prior to such day of transfer of the Requested Remittance Amount accurately reported that the Purchased Assets Coverage Percentage did not exceed 100%; and (v) the day of transfer of the Requested Remittance Amount is not a Termination Day. Amounts received by the Servicer pursuant to this Section 1.6(g) shall be immediately remitted to the Seller pursuant to Section 1.6(b)(ii). Notwithstanding anything to the contrary set forth in clause (xthis Section 1.6(g), any amounts received by the Servicer pursuant to this Section 1.6(g) in excess of the amounts that should have been remitted thereto (yincluding excess amounts as a result of failure of any of the conditions set forth above to be satisfied as of the date that funds are remitted to the Servicer) shall immediately be returned by the Servicer and deposited into a Collection Account. (h) The Agent may, in its sole discretion, at any time during a Subject Dominion Period in which the Agent receives a Weekly Report that reports that the Purchased Assets Coverage Percentage exceeds 100%, remove funds then on deposit in the Collection Accounts in the amount necessary to reduce the Purchased Assets Coverage Percentage to 100% (or, if all funds on deposit in the Collection Accounts are not sufficient to reduce the Purchased Assets Coverage Percentage to 100%, then remove all funds then on deposit in the Collection Accounts) and deposit such funds in the Purchaser’s Account to be paid to the Purchaser in payment of the outstanding Capital. (i) On each Weekly Settlement Date, the Servicer (or, following the assumption of control of the Collection Accounts by the Agent pursuant to and in accordance with the terms hereof, the Agent) shall deposit into the applicable Purchaser’s Account (or (zsuch other account designated by the Agent) belowfrom Collections held on deposit in each Collection Account, as applicable:an amount equal to the amount necessary to reduce the Purchased Assets Coverage Percentage to 100%. Upon receipt of funds deposited into any of the Purchaser’s Accounts pursuant to this Section 1.6(i), the Agent shall cause such funds to be distributed to the Purchaser in payment of outstanding Capital.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The U.S. Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAdministrator, segregate in a separate account designated by the Administrative AgentAdministrator, which shall be an account maintained and controlled by the Administrative Agent Administrator unless the Administrative Agent Administrator otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the U.S. Servicer or the U.S. Borrower or received in any Lock-Box or Collection Account the customer of record of which at the applicable Lock-Box Bank is the U.S. Borrower (each such Lock-Box Account, a “U.S. Lock-Box Account”); provided, however, that so long as each of the conditions precedent set forth in Section 5.03 3 of Exhibit II are satisfied on such date, the U.S. Servicer may release to the U.S. Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the U.S. Borrower on such date in accordance with the terms of the U.S. Sale and Contribution Agreement or (ii) amounts owing by the U.S. Borrower to the U.S. Originators under the Subordinated Loans Company Notes issued to the U.S. Originators (each such release, a “U.S. Collections Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the U.S. Servicer (or, following its assumption of exclusive dominion and control of the Collection U.S. Lock-Box Accounts, the Administrative AgentAdministrator) shall, distribute such Collections in the following order of priority: (i) first, to the U.S. Servicer for the payment of the accrued Servicing Fees payable to it for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable to it for any prior Interest Period to the extent such amount has not been distributed to the U.S. Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), the U.S. Borrower’s Share of all accrued and unpaid Interest, Fees Interest and Breakage Fees due to such Lender and other Credit Party for accrued during the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 1.10 and 13.01 3.1 in respect of such payments), plus, if applicable, the U.S. Borrower’s Share of the amount of any such Interest, Fees Interest and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 1.10 and 11.01 3.1 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable: (x) if such day is not a Termination Day, to the extent that the Coverage Percentage exceeds 100% on such date: (I) first, to the Lenders (ratably, based on the U.S. Dollar Equivalent of the amount of aggregate outstanding Capital of each Lender at such time) for the payment of a portion of the U.S. Borrower’s Share of the outstanding Aggregate Capital at such time, in an aggregate amount equal to the U.S. Borrower’s Share of the amount necessary to reduce the Coverage Percentage to 100% and (II) second, to each LC Collateral Account, in reduction of the U.S. Borrower’s Share of the Aggregate Adjusted LC Participation Amount, in an amount equal to the amount necessary (after giving effect to clause (I) above) to reduce the U.S. Borrower’s Share of the Coverage Percentage to 100%; (y) if such day is a Termination Day: (I) first, to each Lender (ratably, based on the U.S. Dollar Equivalent of the amount of aggregate outstanding Capital of each Lender at such time) for the payment in full of the U.S. Borrower’s Share of the aggregate outstanding Capital of such Lender at such time and (II) second, to each LC Collateral Account (A) the amount necessary to reduce the U.S. Borrower’s Share of the Aggregate Adjusted LC Participation Amount to zero ($0) and (B) an amount equal to the U.S. Borrower’s Share of the LC Fee Expectation at such time; or (z) if such day is not a Termination Day, at the election of the U.S. Borrower and in accordance with Section 1.2(b), to the payment of all or any portion of the U.S. Borrower’s Share of the outstanding Capital of the Lenders at such time (ratably, based on the U.S. Dollar Equivalent of the amount of aggregate outstanding Capital of each Lender at such time); provided, that the U.S. Servicer (or, following its assumption of control of the U.S. Lock-Box Accounts, the Administrator) shall not distribute Collections pursuant to this clause (iii), if any amounts remain due and unpaid pursuant to Section 1.4(b)(ii) below after giving effect to the distribution of Collections available therefor under Section 1.4(b); (iv) fourth, to the Credit Parties that are then Exiting Lenders (ratably, based on the amount due and owing at such time), for the payment the U.S. Borrower’s Share of all other obligations then due and owing by the Borrowers to such Credit Parties; provided, that the U.S. Servicer (or, following its assumption of control of the U.S. Lock-Box Accounts, the Administrator) shall not distribute Collections pursuant to clause (iv), if any amounts remain due and unpaid pursuant to Section 1.4(b)(iii) below after giving effect to the distribution of Collections available therefor under Section 1.4(b); (v) fifth, to the Credit Parties, the Affected Persons and the Indemnified Parties (ratably, based on the amount due and owing at such time), for the payment of the U.S. Borrower’s Share of all other obligations then due and owing by the Borrowers to the Credit Parties, the Affected Persons and the Indemnified Parties; provided, that the U.S. Servicer (or, following its assumption of control of the U.S. Lock-Box Accounts, the Administrator) shall not distribute Collections pursuant to this clause (v), if any amounts remain due and unpaid pursuant to Section 1.4(b)(iv) below after giving effect to the distribution of Collections available therefor under Section 1.4(b); (vi) sixth, to the extent that the U.S. Borrower has failed to make any payment or deposit required to be made under the Monetization Documents and such failure has remained unremedied for one (1) or more Business Days, the balance, if any, to a separate account designated by the Administrator or, if so instructed by the Administrator, transferred to the Receivables Buyer in an amount equal to the amounts then due and owing to the Receivables Buyer under the Monetization Documents; provided, that the U.S. Servicer (or, following its assumption of control of the U.S. Lock-Box Accounts, the Administrator) shall not distribute Collections pursuant to this clause (vi), if any amounts remain due and unpaid pursuant to Section 1.4(b)(v) below after giving effect to the distribution of Collections available therefor under Section 1.4(b); and (vii) seventh, the balance, if any, to be paid to the U.S. Borrower for its own account; provided, that the U.S. Servicer (or, following its assumption of control of the U.S. Lock-Box Accounts, the Administrator) shall not distribute Collections pursuant to this clause (vii), if any amounts remain due and unpaid pursuant to Section 1.4(b)(v) below after giving effect to the distribution of Collections available therefor under Section 1.4(b).

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control The collection of the Collection Accounts pursuant to Section 8.03, Pool Receivables shall be administered by the Servicer shall in accordance with this Agreement and applicable regulatory law. The Seller shall, to the extent that it is in possession thereof, or can reasonably obtain it, provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of any Termination Day and current computations of the Purchased Interest. (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or the Servicer: (i) set aside and hold in trust for (and shall, at the benefit request of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAdministrator, segregate in a separate account designated approved by the Administrative Administrator) for the benefit of each Purchaser Group, out of such Collections, first, an amount equal to the Aggregate Discount accrued through such day for each Portion of Capital and not previously set aside, second, an amount equal to the Fees accrued and unpaid through such day, and third, to the extent funds are available therefor, an amount equal to the aggregate of each such Purchasers; it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably according to Discount, and second, if the Servicer has set aside amounts in respect of the Purchasers’ Share of the Servicing Fee pursuant to clause (b)(i) and has not retained such amounts pursuant to paragraph (c), to the Servicer’s own account (payable in arrears on each Settlement Date) in payment in full of the aggregate of the Purchasers’ Share of accrued Servicing Fees so set aside, and (ii) if such distribution occurs on a Termination Day or on a day on which the conditions set forth in Section 2 of Exhibit II to this Agreement are not satisfied or on a day when the Purchased Interest exceeds 100%, first, if CB or an Affiliate thereof is not the Servicer, to the Servicer’s own account in payment in full of the Purchasers’ Share of all accrued Servicing Fees, second, to each Purchaser Agent ratably (based on the aggregate accrued and unpaid Discount and Fees payable to all Purchasers at such time) (for the benefit of the relevant Purchasers within such Purchaser Agent, which shall be an account ’s Purchaser Group) in payment in full of all accrued Discount with respect to each Portion of Capital funded or maintained and controlled by the Administrative Purchasers within such Purchaser Agent’s Purchaser Group and all accrued Fees, third, to each Purchaser Agent unless ratably according to the Administrative aggregate of the Capital of each Purchaser in each such Purchaser Agent’s Purchaser Group (for the benefit of the relevant Purchasers in such Purchaser Agent’s Purchaser Group) in payment in full of each Purchaser’s Capital (or, if such day is not a Termination Day, the amount necessary to reduce the Purchased Interest to 100%) (determined as if such Collections had been applied to reduce the Aggregate Capital); it being understood that each Purchaser Agent otherwise instructs shall distribute the amounts described in its sole discretion)the first, for application in accordance with second and third clauses of this Section 1.4(d)(ii) to the priority of payments set forth belowPurchasers within such Purchaser Agent’s Purchaser Group ratably according to Discount, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; Fees and Capital, respectively (provided, however, that so long if such Purchaser Agent’s Purchaser Group includes the Swingline Purchaser, such amounts paid to such Purchaser Group in reduction of Capital shall be applied first as each a reduction of Swingline Capital until reduced to zero and then to all such Purchaser Group’s remaining Capital, fourth, to the LC Collateral Account for the benefit of the conditions precedent set forth in Section 5.03 are satisfied on such dateLC Bank and the LC Participants, the Servicer may release amount necessary to cash collateralize the Borrower from such Collections LC Participation Amount until the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on of cash collateral held in such date in accordance with the terms LC Collateral Account equals 100% of the Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer LC Participation Amount (or, following its assumption of exclusive dominion and control if such day is not a Termination Day, the amount necessary to reduce the Purchased Interest to 100%) (determined as if such Collections had been applied to reduce the aggregate outstanding amount of the Collection AccountsLC Participation Amount), fifth, if the Administrative Agent) shallAggregate Capital and accrued Aggregate Discount with respect to each Portion of Capital for all Purchaser Groups have been reduced to zero, distribute such Collections in and the following order Purchasers’ Share of priority: (i) first, to the Servicer for the payment of the all accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not Servicer (if other than CB or an Affiliate thereof) have been distributed to the Servicer); (ii) secondpaid in full, to each Lender and other Credit Party (Purchaser Group ratably, based on the amount amounts then due and owingpayable to each (for the benefit of the Purchasers within such Purchaser Group), the Administrator and any other Indemnified Party or Affected Person in payment in full of any other amounts then due and payable thereto by the Seller or Servicer hereunder and, sixth, to the Servicer’s own account (if the Servicer is CB or an Affiliate thereof) in payment in full of the aggregate of the Purchasers’ Share of all accrued and unpaid Interest, Fees and Breakage Fees due to Servicing Fees. such Lender and other Credit Party for LC Participant’s Pro RataRatable Share of the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect face amount of such payments), plus, if applicable, Letter of Credit and the amount of such drawing, respectively. (b) In the event of any drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator and the Seller of such drawing. The Seller shall reimburse (such obligation to reimburse the LC Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank in an amount equal to the amount of such drawing not later than (i) if the Seller shall have received such notice by 1:00 p.m., New York time, on the date of such drawing (each such date, a “Drawing Date”), 4:00 p.m., New York time, on the Drawing Date and (ii) otherwise 12:00 noon, New York time, on the Business Day immediately following the Drawing Date (the date on which the Seller is obligated to perform a Reimbursement Obligation is referred to as a “Reimbursement Date”). In the event the Seller fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by 12:00 noon, New York time, on a Reimbursement Date (including because the conditions precedent to a Funded Purchase deemed to have been requested by Seller pursuant to Section 1.1(b) to reimburse the LC Bank shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section may be oral if immediately confirmed in writing; provided that the lack of such an immediate written confirmation shall not affect the conclusiveness or binding effect of such oral notice. (c) Each LC Participant shall upon any notice pursuant to paragraph (b) above make available to the LC Bank an amount in immediately available funds equal to its Pro RataRatable Share of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants shall each be deemed to have made a Funded Purchase in that amount. If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro RataRatable Share of such amount by no later than 2:00 p.m., New York time on the Reimbursement Date (or, if such Reimbursement Date is the Drawing Date, 12:00 noon, New York time on the Business Day immediately following such Reimbursement Date) (the date on which an LC Participant is obligated to make available to the LC Bank the amount of such LC Participant’s Pro RataRatable Share is referred to as the “LC Participant Reimbursement Date”), then interest shall accrue on such LC Participant’s obligation to make such payment, from the LC Participant Reimbursement Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the LC Participant Reimbursement Date and (ii) at a rate per annum equal to the rate applicable to Capital on and after the fourth day following the LC Participant Reimbursement Date. The LC Bank will promptly give notice of the occurrence of the LC Participant Reimbursement Date, but failure of the LC Bank to give any such Interest, Fees and Breakage Fees notice on the LC Participant Reimbursement Date or in sufficient time to enable any LC Participant to effect such payment on the LC Participant Reimbursement Date shall not relieve such LC Participant from its obligation under this paragraph (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (xc), provided that such LC Participant shall not be obligated to pay interest as provided in clauses (yi) and (ii) above until and commencing from the date of receipt of notice from the LC Bank or the Administrator of the occurrence of the LC Participant Reimbursement Date. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder, (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (zC) below, as applicable:all Persons (other than the Seller) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during Agent, solely if an Event of DefaultTermination or a Seller Event of Bankruptcy has occurred and is continuing, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower Seller or received in any LockMail-Box or a Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such date, (A) the Servicer may release to the Borrower Seller from such Collections received on Unsold Receivables the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower Seller on such date in accordance with the terms of the Purchase and Sale Agreement and Contribution Agreement (B) the Servicer may release to the Seller all or a portion of such Collections received on Sold Receivables in exchange for the Seller designating an equivalent amount (iibased on aggregate Unpaid Balances) amounts owing of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section 2.01(e), which new Sold Receivables will be automatically and immediately sold by the Borrower Seller to the Originators under Administrative Agent (for the Subordinated Loans ratable benefit of the Purchasers) pursuant to Section 2.01(b) upon such release (each such releaserelease of Collections described in clauses (A) and (B) above, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the any Collection AccountsAccount, the Administrative Agent) shall, distribute such Collections on all Pool Receivables in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Yield Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Yield Period to the extent such amount has not been distributed to the Servicer); (ii) second, to the Administrative Agent for distribution to each Lender Purchaser and other Credit Purchaser Party (ratably, based on the amount then due and owing), all accrued and unpaid InterestYield, Fees and Breakage Fees due to such Lender Purchaser and other Credit Purchaser Party for the immediately preceding Interest Yield Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such InterestYield, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Yield Period to the extent such amount has not been distributed to such Lender Purchaser or Credit Purchaser Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control The collection of the Collection Accounts pursuant Pool Receivables shall be administered by the Servicer in accordance with this Agreement. The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of any Termination Day and current computations of the Purchased Interest. (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or the Servicer: (i) set aside and hold in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator) for the Administrator (for the benefit of the Purchasers), out of the percentage of such Collections represented by the Purchased Interest, first, an amount equal to the Discount accrued through such day for each Portion of Capital and not previously set aside, second, an amount equal to the fees set forth in the Fee Letter accrued and unpaid through such day, and third, to the extent funds are available therefor, an amount equal to the Purchasers’ Share of the Servicing Fee accrued through such day and not previously set aside, (ii) subject to Section 8.031.4(f), if such day is not a Termination Day, remit to the Seller, on behalf of the Purchasers, the remainder of the percentage of such Collections represented by the Purchased Interest (to the extent representing a return on Capital); such remainder shall be automatically reinvested in Pool Receivables, and in the Related Security, Collections and other proceeds with respect thereto; provided, however, that if the Purchased Interest would exceed 100%, then the Servicer shall not remit such remainder to the Seller or reinvest, but shall set aside and hold in trust for the Administrator (for the benefit of the Secured Parties Purchasers (orand shall, if so requested by at the Administrative Agent during an Event request of Defaultthe Administrator, segregate in a separate account designated approved by the Administrative AgentAdministrator) a portion of such Collections that, which together with the other Collections set aside pursuant to this paragraph, shall be an equal the amount necessary to reduce the Purchased Interest to 100%, (iii) if such day is a Termination Day, set aside, segregate and hold in trust for the Administrator (for the benefit of the Purchasers, and shall, at the request of the Administrator, segregate in a separate account maintained and controlled approved by the Administrative Agent unless Administrator) the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with entire remainder of the priority Purchasers’ Share of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection AccountCollections; provided, however, that so long as each if amounts are set aside and held in trust on any Termination Day of the type described in clause (a) of the definition of “Termination Day” and, thereafter, the conditions precedent set forth in Section 5.03 2 of Exhibit II are satisfied or waived by the appropriate Person or Persons, such previously set-aside amounts shall, to the extent representing a return on Capital, be reinvested in accordance with clause (ii) on the day of such datesubsequent satisfaction or waiver of conditions, the Servicer may and (iv) release to the Borrower from such Seller (subject to Section 1.4(f)) for its own account any Collections the amount in excess of: (if anyw) necessary amounts required to pay (i) the purchase price for Receivables purchased by the Borrower on such date be reinvested in accordance with the terms of the Sale and Contribution Agreement or clause (ii) or the proviso to clause (iii) plus (x) the amounts owing that are required to be set aside pursuant to clause (i), the proviso to clause (ii) and clause (iii) plus (y) the Seller’s Share of the Servicing Fee accrued and unpaid through such day and all reasonable and appropriate out-of-pocket costs and expenses of the Servicer for servicing, collecting and administering the Pool Receivables plus (z) all other amounts owed by the Borrower Seller under this Agreement to the Originators under Issuer, the Subordinated Loans LC Bank, any LC Participant, the Administrator, and any other Indemnified Party or Affected Person. (each c) The Servicer shall deposit into the Administration Account (or such releaseother account designated by the Administrator), a “Release”). On on each Settlement Date, so long as Collections held for the Administrative Agent Administrator (for the benefit of the Purchasers) pursuant to clause (b)(i) or (f) plus the amount of Collections then held for the Administrator (for the benefit of the Purchasers) pursuant to clauses (b)(ii) and (iii) of Section 1.4; provided, that if Arch Sales or an Affiliate thereof is the Servicer, such day is not a Termination Day and the Administrator has not taken exclusive dominion and control notified Arch Sales (or such Affiliate) that such right is revoked, Arch Sales (or such Affiliate) may retain the portion of the Collections Accounts set aside pursuant to Section 8.03clause (b)(i) that represents the Purchasers’ Share of the Servicing Fee. On the last day of each Settlement Period, the Administrator will notify the Servicer (or, following its assumption of exclusive dominion and control by facsimile of the Collection Accountsamount of Discount accrued with respect to each Portion of Capital during such Settlement Period or portion thereof. (d) Upon receipt of funds deposited into the Administration Account pursuant to clause (c), the Administrative Agent) shall, distribute Administrator shall cause such Collections in the following order of priorityfunds to be distributed as follows: (i) firstif such distribution occurs on a day that is not a Termination Day and the Purchased Interest does not exceed 100%, first to the Purchasers ratably (based on their respective Portions of Capital funded thereby) in payment in full of all accrued Discount and fees (other than Servicing Fees) with respect to each Portion of Capital, and second, if the Servicer has set aside amounts in respect of the Servicing Fee pursuant to clause (b)(i) and has not retained such amounts pursuant to clause (c), to the Servicer (payable in arrears on each Settlement Date) in payment in full of the Purchasers’ Share of accrued Servicing Fees so set aside, and (ii) if such distribution occurs on a Termination Day or on a day when the Purchased Interest exceeds 100%, first, if Arch Sales or an Affiliate thereof is not the Servicer, to the Servicer in payment in full of the Purchasers’ Share of all accrued Servicing Fees, second, to the Purchasers ratably (based on their respective Portions of Capital funded thereby) in payment in full of all accrued Discount with respect to each Portion of Capital, third, to the Purchasers ratably (based on their respective Portions of Capital funded thereby) in payment in full of Capital (or, if such day is not a Termination Day, the amount necessary to reduce the Purchased Interest to 100%), fourth, to the LC Collateral Account for the payment benefit of the LC Bank and the LC Participants, the amount necessary to cash collateralize the LC Participation Amount until the amount of cash collateral held in such LC Collateral Account equals the aggregate outstanding amount of the LC Participation Amount, fifth, if the Capital and accrued Discount with respect to each Portion of Capital have been reduced to zero, and all accrued Servicing Fees payable to the Servicer (if other than Arch Sales or an Affiliate thereof) have been paid in full, to the Purchasers ratably (based on their respective Portions of Capital funded thereby), the Administrator and any other Indemnified Party or Affected Person in payment in full of any other amounts owed thereto by the Seller or the Servicer hereunder, and sixth, to the Servicer (if the Servicer is Arch Sales or an Affiliate thereof) in payment in full of the Purchasers’ Share of all accrued Servicing Fees. After the Capital, Discount, fees payable pursuant to the Fee Letter and Servicing Fees with respect to the Purchased Interest, and any other amounts payable by the Seller and the Servicer to the Purchasers, the Administrator or any other Indemnified Party or Affected Person hereunder, have been paid in full, and (on and after a Termination Day) after the LC Participation Amount has been cash collateralized in full, all additional Collections with respect to the Purchased Interest shall be paid to the Seller for its own account. (e) For the immediately preceding Interest Period purposes of this Section 1.4: (plusi) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, if applicablerejected, returned, repossessed or foreclosed goods or services, or any revision, cancellation, allowance, rebate, discount or other adjustment made by the Seller or any Affiliate of the Seller or the Servicer or any Affiliate of the Servicer, or any setoff or dispute between the Seller or any Affiliate of the Seller or the Servicer or any Affiliate of the Servicer and an Obligor, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of Servicing Fees payable such reduction or adjustment and shall immediately pay any and all such amounts in respect thereof to a Lock-Box Account for any prior Interest Period the benefit of the Purchasers and their assigns and for application pursuant to the extent such amount has not been distributed to the Servicer)Section 1.4; (ii) secondif on any day any of the representations or warranties in Sections l(j) or 3(a) of Exhibit III is not true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in full and shall immediately pay any and all such amounts in respect thereof to a Lock-Box Account (or as otherwise directed by the Administrator at such time) for the benefit of the Purchasers and their assigns and for application pursuant to Section 1.4; (iii) except as provided in clause (i) or (ii), or as otherwise required by applicable law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (iv) if and to the extent the Administrator or any Purchaser shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by the Administrator or such Purchaser but rather to have been retained by the Seller and, accordingly, the Administrator or such Purchaser, as the case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (f) If at any time the Seller shall wish to cause the reduction of Capital (but not to commence the liquidation, or reduction to zero, of the entire Capital of the Purchased Interest), the Seller may do so as follows: (i) the Seller shall give the Administrator and the Servicer written notice in substantially the form of Annex C (each, a “Paydown Notice”) (A) at least two Business Days prior to the date of such reduction for any reduction of Capital less than or equal to $20,000,000 and (B) at least five Business Days prior to the date of such reduction for any reduction of Capital greater than $20,000,000, in each Lender case such Paydown Notice shall include, among other things, the amount of such proposed reduction and other Credit Party the proposed date on which such reduction will commence; (ratably, based ii) (A) on the proposed date of the commencement of such reduction and on each day thereafter, the Servicer shall cause Collections not to be reinvested until the amount then due and owing), all thereof not so reinvested shall equal the desired amount of reduction or (B) the Seller shall remit to the Administration Account in immediately available funds an amount equal to the desired amount of such reduction together with accrued and unpaid InterestDiscount, Fees and Breakage Fees due Discount to accrue through the next Settlement Date, with respect to such Lender and other Credit Party Capital; and (iii) the Servicer shall hold such Collections in trust for the immediately preceding Interest Period benefit of each of the Purchasers ratably (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect based on their respective Portions of such paymentsCapital funded thereby), plusfor payment to the Administrator on the next Settlement Date immediately following the current Settlement Period or such other date approved by the Administrator, if applicableand Capital shall be deemed reduced in the amount to be paid to the Administrator only when in fact finally so paid; provided, that the amount of any such Interest, Fees reduction shall be not less than $300,000 and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 shall be an integral multiple of $100,000 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:excess thereof.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower Seller or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such date, (A) the Servicer may release to the Borrower Seller from such Collections received on Unsold Receivables the amount (if any) necessary to pay (ix) the purchase price for Receivables purchased by the Borrower Seller on such date in accordance with the terms of the Purchase and Sale and Contribution Agreement or (iiy) amounts owing by the Borrower Seller to any Originator under any Intercompany Loan Agreement and (B) the Servicer may release to the Originators under Seller all or a portion of such Collections received on Sold Receivables in exchange for the Subordinated Loans Seller designating an equivalent amount (based on aggregate Outstanding Balances) of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section 2.01(e), which new Sold Receivables will be automatically and immediately sold by the Seller to the Administrative Agent (for the ratable benefit of the Purchasers) pursuant to Section 2.01(b) upon such release (each such releaserelease of Collections described in clauses (A) and (B) above, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control The collection of the Collection Accounts pursuant to Section 8.03, Pool Receivables shall be administered by the Servicer in accordance with the terms of this Agreement. All Collections of Pool Receivables shall be remitted on a daily basis to the Blocked Accounts. The Servicer shall promptly, and in any event within one (1) Business Day, identify and remove from each Blocked Account (and remit to the Originator) any amounts deposited therein which are not Collections of Pool Receivables. (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or the Servicer: (i) set aside and hold in trust (in a Blocked Account or other account reasonably acceptable to the Administrative Agent and subject to a Blocked Account Agreement) for each Purchaser and the Administrative Agent, as applicable, an amount equal to (A) first, the Aggregate Yield accrued and unpaid through such day for each Portion of Capital and not previously set aside; (B) second, to the extent funds are available therefor an amount equal to the Program Fees and other Fees accrued and unpaid through such day and not previously set aside; (C) third, to the extent funds are available therefor the Servicing Fee accrued and unpaid through such day and not previously set aside; and (D) fourth, all other amounts (other than Capital) payable hereunder or under the other Transaction Documents to each of the Secured Parties and any other Person; (ii) subject to Section 1.4(f), if such day is not a Termination Day, remit to the Seller, on behalf of each Purchaser Group, the remainder of such Collections that were not set aside pursuant to clause (i) above. Such remainder shall be automatically reinvested in Pool Assets (a “Reinvestment”), ratably according to each Purchaser’s Capital, and the Receivables Interest shall be automatically recomputed pursuant to Section 1.3; (iii) if such day is a Termination Day, set aside, segregate and hold in trust (in a Blocked Account or other account reasonably acceptable to the Administrative Agent and subject to a Blocked Account Agreement) for the benefit of the Secured Parties Purchasers after setting aside the amounts required pursuant to clause (ori) above, if so requested by the Administrative Agent during an Event entire remainder of Default, segregate Collections in a separate account designated by respect of the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection AccountAggregate Capital; provided, however, that if such day is a Termination Day because the Receivables Interest would exceed 100%, then Collections required to be so set aside pursuant to this clause (iii) shall be limited to the amount equal to the amount necessary to reduce the Receivables Interest to 100%, which amount shall be deposited to each Purchaser’s account ratably with respect to each Purchaser’s Portion(s) of Capital on the next Business Day for application to such Capital; provided, further, that if amounts are set aside and held in trust on any Termination Day of the type described in clause (i) of the definition of “Termination Day” and on such day or thereafter (so long as each of such funds are not theretofore applied in accordance with the immediately preceding proviso), the conditions precedent set forth in Section 5.03 2 of Exhibit II are satisfied or waived by the Administrative Agent with the consent of the Majority Purchasers, such previously set-aside amounts shall be reinvested in accordance with Section 1.4(b)(ii) on the day of such datesubsequent satisfaction or waiver; and (iv) release to the Seller (subject to Section 1.4(f)) for its own account any Collections in excess of: the sum of (x) amounts reinvested in accordance with Section 1.4(b)(ii) or the second proviso to Section 1.4(b)(iii) plus (y) the amounts that are required to be set aside pursuant to Section 1.4(b)(i) and Section 1.4(b)(iii) plus (z) all reasonable and appropriate out-of-pocket costs and expenses of the Servicer for servicing, collecting and administering the Pool Receivables. (c) The Servicer shall, in accordance with the priorities set forth in Section 1.4(d), below, deposit (i) into each applicable Purchaser’s account as set forth in Schedule VI (or such other account designated in writing by such applicable Purchaser or its Purchaser Agent), on each Settlement Date (or in the case of funds to be applied pursuant to the first proviso to Section 1.4(b)(iii), on the next Business Day), Collections held for each Purchaser with respect to such Purchaser’s Portion(s) of Capital pursuant to Section 1.4(b)(i)(A), (B) and (D) and Section 1.4(b)(iii) and (ii) into an account designated by the Servicer, on each Settlement Date, the portion of the Collections set aside pursuant to Section 1.4(b)(i)(C); provided, that so long as Ingram is the Servicer and such day is not a Termination Day, the Servicer may release to retain the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control portion of the Collections Accounts set aside pursuant to Section 8.031.4(b)(i)(C) in respect of Servicing Fees. (d) The Servicer shall distribute the amounts described (and at the times set forth) in Section 1.4(c), the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priorityas follows: (i) if such distribution occurs on a day that is not a Termination Day, first to each Purchaser Agent (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) ratably according to the Yield accrued during the preceding Settlement Period, all accrued Yield with respect to each Portion of Capital maintained by such Purchasers during the preceding Settlement Period (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably according to the amount of Yield owing to each Purchaser); second, to each Purchaser Agent (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) ratably according to the Capital maintained by the Purchasers in the related Purchaser Group, all Program Fees and other Fees due to the Purchasers or the Purchaser Agents, third, if the Servicer has set aside amounts in respect of the Servicing Fee pursuant to Section 1.4(b)(i)(C) and has not retained such amounts pursuant to Section 1.4(c), to the Servicer’s own account (payable in arrears on each Settlement Date) in payment in full of the aggregate of the Servicing Fees so set aside, and fourth, all other amounts (other than Capital) payable to each Secured Party and any other Person; and (ii) if such distribution occurs on a Termination Day, first, to each Purchaser Agent ratably (based on the Servicer aggregate accrued and unpaid Yield payable to all Purchasers at such time) (for the payment benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), all accrued Yield with respect to each Portion of Capital funded or maintained by the Purchasers within such Purchaser Agent’s Purchaser Group, second, to each Purchaser Agent (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) ratably according to the Capital maintained by such Purchasers, all Program Fees and other Fees due to the Purchasers or the Purchaser Agents, it being understood that each Purchaser Agent shall distribute the amounts described in the first and second clauses of this Section 1.4(d)(ii) to the Purchasers within its Purchaser Group ratably according to the Yield and Capital of such Purchasers, respectively, third, if Ingram is not the Servicer, to the Servicer’s own account in payment in full of the Servicing Fees, fourth, to each Purchaser Agent ratably according to the aggregate of the Capital of each Purchaser in each such Purchaser Agent’s Purchaser Group (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of each Purchaser’s Capital (or in the case of amounts set aside pursuant to the first proviso to Section 1.4(b)(iii), the amount necessary to reduce the Receivables Interest to 100%); fifth, if the Aggregate Capital and accrued Aggregate Yield have been reduced to zero, all Program Fees and all other Fees due to the Purchasers, the Purchaser Agents and the Administrative Agent, have been reduced to zero, and the Servicing Fees payable to the Servicer (if other than Ingram) have been paid in full, to the Administrative Agent on behalf of (a) each Purchaser Group ratably, based on the amounts payable to each Purchaser Group (for the immediately preceding Interest Period benefit of the Purchasers within such Purchaser Group), (plusb) itself and (c) any other Indemnified Party or Affected Person, in payment in full of any other amounts owed thereto by the Seller or the Servicer hereunder or under the other Transaction Documents, including, amounts payable pursuant to Section 6.4, and, sixth, to the Servicer’s own account (if applicablethe Servicer is Ingram) in payment in full of the unpaid amount of all accrued Servicing Fees. After the Aggregate Capital, Aggregate Yield, all Program Fees and other Fees, Servicing Fees and any other amounts payable by the Seller and the Servicer to each Purchaser Group, the Administrative Agent or any other Indemnified Party or Affected Person hereunder, have been paid in full, all additional or remaining Collections with respect to the Pool Receivables shall be paid to the Seller for its own account. (e) For the purposes of this Section 1.4: (i) if on any day the Outstanding Balance of any Receivable is reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed goods or services, or any revision, cancellation, allowance, discount or other adjustment made by the Seller or any Affiliate of the Seller, or the Servicer or any Affiliate of the Servicer, or any setoff or dispute between the Seller or any Affiliate of the Seller, or the Servicer or any Affiliate of the Servicer and an Obligor, the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of Servicing Fees payable such reduction or adjustment for any prior Interest Period application pursuant to the extent such amount has not been distributed to the ServicerSection 1.4(b); (ii) secondif on any day any of the representations or warranties of the Seller in Section 1(g) or (o) of Exhibit III or Sections 2, 3 or 4 of Exhibit VI or of the Servicer in Section 2(l) of Exhibit III is not true with respect to each Lender and other Credit Party (ratablyany Pool Receivable, based the Seller shall be deemed to have received on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect day a Collection of such paymentsPool Receivable for application pursuant to Section 1.4(b) (Collections deemed to have been received pursuant to clause (i) or (ii) of this clause (e) are hereinafter sometimes referred to as “Deemed Collections”), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) thirdexcept as provided in clause (i) or (ii) of this Section 1.4(e), or as otherwise required by applicable Law or the relevant Contract, all Collections received from an Obligor with respect to any Pool Receivable shall be applied to the Pool Receivables of such Obligor in the order of the age of such Pool Receivables, starting with the oldest such Pool Receivable, unless such Obligor designates its payment for application to specific Pool Receivables; and (iv) if and to the extent the Administrative Agent, any Purchaser Agent or any Purchaser shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by such Person such that the Capital of such Person shall be increased, without duplication of any increase in Capital pursuant to the proviso to the definition thereof, by the amount of such paid over amount. The Administrative Agent or such Purchaser or Purchaser Agent shall promptly notify the Servicer of any amounts covered by this clause (iv). (f) If at any time the Seller shall wish to cause the reduction of Aggregate Capital, the Seller may do so as follows: (i) the Seller shall give the Administrative Agent and each Purchaser Agent at least one (1) Business Day’s prior written notice thereof (which notice must be received by the Administrative Agent and each Purchaser Agent before 4:00 p.m., New York City time on the day of such notice or otherwise shall be deemed to be received on the following Business Day) in substantially the form of Annex B (including the amount of such proposed reduction and the proposed date on which such reduction will commence or occur), (ii) if the Seller elects that such reduction be effected through the application of Collections, then (A) on the proposed date of commencement of such reduction and on each day thereafter, the Servicer shall cause Collections not to be reinvested until the amount thereof not so reinvested shall equal the desired amount of reduction, and (B) the Servicer shall hold such Collections in trust for the benefit of each Purchaser ratably according to its Capital, for payment to each such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) on the date on which the desired reduction amount is reached pursuant to clause (ii) above, and the Aggregate Capital shall be reduced by the aggregate amount to be paid and the Capital of each Purchaser shall be reduced in the amount to be paid to such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) only when, in each case so paid; provided that, with respect to any Portion of Capital, the Seller shall choose a reduction amount, and the date of commencement thereof, so that such reduction shall commence and conclude in the same Collection Period. (iii) Unless a Termination Event or Unmatured Termination Event then exists, if the Seller elects that such reduction be effected by a one-time payment of cash (and not through the application of Collections), then on the proposed date of such reduction, the Seller shall deposit in each applicable Purchaser’s account as set forth in clause Schedule VI (xor such other account designated in writing by such applicable Purchaser or its Purchaser Agent), the amount of such reduction ratably according to its Capital in immediately available funds for payment to each Purchaser (yor its related Purchaser Agent for the benefit of such Purchaser). Upon payment of such funds, the Aggregate Capital shall be reduced by the aggregate amount paid and the Capital of each Purchaser shall be reduced in the amount paid to such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) or (z) belowwhen, as applicable:in each case, so paid.

Settlement Procedures. (a) So long as On each Deposit Date during each Settlement Period during the Administrative Agent has not taken exclusive dominion Revolving Period, unless a Cure Period shall have occurred and control of be continuing, the Collection Accounts pursuant to Section 8.03, Agent shall instruct the Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested Trustee by the Administrative Agent during an Event of Default, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer may release Daily Report delivered to the Borrower from such Collections Trustee by 2:00 p.m. (New York City time) to, and the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) Trustee shall, distribute at such Collections time and in the following order of priorityorder: (i) firstallocate Collections received since receipt of the last such Daily Report and held in the Concentration Account on such day, based on the Daily Report, either as Owner Collections or Seller Collections; (ii) out of such Owner Collections, allocate to, and hold in the Concentration Account, in trust for the Owners, the Trustee and the Collection Agent, an amount equal to the Servicer Yield/Fee Amount for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period such Deposit Date to the extent such amount has not been distributed previously so allocated; (iii) deposit the remainder of such Owner Collections to the ServicerSeller's Account, provided that, if immediately following any such deposit such Deposit Date would be a Pool Non-compliance Date, the Trustee shall retain all such remaining Owner Collections in the Concentration Account to be applied pursuant to Section 2.05(b)(iii); and (iv) deposit to the Seller's Account the Seller Collections. On the Business Day immediately prior to each Settlement Date during the Revolving Period, unless a Cure Period shall have occurred and be continuing, the Collection 113 Agent shall direct the Trustee in writing to deposit to the Trustee's Account the amounts allocated and held in trust as described in clause (ii) above; provided, however, that the portion of such deposit allocable to the Trustee's expenses shall only be in an amount equal to the expenses reimbursable under the Purchase Documents actually incurred by the Trustee (as certified in reasonable detail to the Collection Agent in writing by the Trustee) during the current Interest Period or remaining unpaid with respect to any prior Interest Period. The Daily Report delivered by the Collection Agent to the Trustee on the first day of each Interest Period shall set forth the Yield/Fee Amount for such Settlement Date. (b) On each Deposit Date during each Settlement Period if and so long as a Cure Period shall have occurred and be continuing, the Collection Agent shall instruct the Trustee by a Daily Report delivered to the Trustee by 2:00 p.m. (New York City time) to, and the Trustee shall, at that time and in the following order: (i) allocate Collections received since receipt of the last such Daily Report and held in the Concentration Account on such day, based on the Daily Report, either as Owner Collections or Seller Collections; (ii) secondout of Owner Collections, to each Lender allocate to, and other Credit Party (ratablyhold in the Concentration Account, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party in trust for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect of such payments), plus, if applicableOwners, the Trustee and the Collection Agent, an amount of any equal to the Yield/Fee Amount for such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Period date to the extent such amount has not been distributed to such Lender or Credit Partypreviously so allocated; (iii) thirddeposit, as set forth out of the remainder of such Owner Collections, to the Cure Account in clause an amount sufficient to make the Net Subject Receivables Balance equal or exceed the Required Net Subject Receivables Balance; (xiv) deposit the remainder of such Owner Collections to the Seller's Account; provided that, if immediately following any such deposit such Deposit Date would be a Pool Non-compliance Date, the Trustee shall retain all such remaining Owner Collections in the Concentration Account to be applied pursuant to Section 2.05(b)(iii), ; and (yv) or (z) below, as applicable:deposit to the Seller's Account the Seller Collections.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Master Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Master Servicer or the Borrower Seller or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such date, (A) the Master Servicer may release to the Borrower Seller from such Collections received on Unsold Receivables the amount (if any) necessary to pay (ix) the purchase price for Receivables purchased by the Borrower Seller on such date in accordance with the terms of the Sale and Contribution Agreement or (iiy) amounts owing by the Borrower Seller to any Originator under any Subordinated Notes and (B) the Master Servicer may release to the Originators under Seller all or a portion of such Collections received on Sold Receivables in exchange for the Subordinated Loans Seller designating an equivalent amount (based on aggregate Outstanding Balances) of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section 2.01(e), which new Sold Receivables will be automatically and immediately sold by the Seller to the Administrative Agent (for the ratable benefit of the Purchasers) pursuant to Section 2.01(b) upon such release (each such releaserelease of Collections described in clauses (A) and (B) above, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Master Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Master Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Yield Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Yield Period to the extent such amount has not been distributed to the Master Servicer); (ii) second, to each Lender Purchaser and other Credit Purchaser Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees Yield and Breakage Fees due to such Lender Purchaser and other Credit Purchaser Party for the immediately preceding Interest Yield Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees Yield and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Yield Period to the extent such amount has not been distributed to such Lender Purchaser or Credit Purchaser Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Master Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Master Servicer or the Borrower Seller or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such date, (A) the Master Servicer may release to the Borrower Seller from such Collections received on Unsold Receivables the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower Seller on such date in accordance with the terms of the Sale Agreement and Contribution Agreement (B) the Master Servicer may release to the Seller all or a portion of such Collections received on Sold Receivables in exchange for the Seller designating an equivalent amount (iibased on aggregate Outstanding Balances) amounts owing of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section 2.01(e), which new Sold Receivables will be automatically and immediately sold by the Borrower Seller to the Originators under Administrative Agent (for the Subordinated Loans ratable benefit of the Purchasers) pursuant to Section 2.01(b) upon such release (each such releaserelease of Collections described in clauses (A) and (B) above, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Master Servicer (or, following its assumption of exclusive dominion and control of the Collection AccountsAccounts (to the extent that funds have not previously been released by the Administrative Agent to the Master Servicer), the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Master Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Yield Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Yield Period to the extent such amount has not been distributed to the Master Servicer); (ii) second, to each Lender Purchaser and other Credit Purchaser Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees Yield and Breakage Fees due to such Lender Purchaser and other Credit Purchaser Party for the immediately preceding Interest Yield Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees Yield and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Yield Period to the extent such amount has not been distributed to such Lender Purchaser or Credit Purchaser Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Master Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during when an Event of DefaultTermination exists, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Master Servicer or the Borrower Seller or received in any lock-box or Lock-Box or Collection Account); provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such 744072627 21691544 41 date, (A) the Master Servicer may release to the Borrower Seller from such Collections received on Unsold Receivables the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower Seller on such date in accordance with the terms of the Purchase and Sale Agreement and Contribution Agreement (B) the Master Servicer may release to the Seller all or a portion of such Collections received on Sold Receivables in exchange for the Seller designating an equivalent amount (iibased on aggregate Outstanding Balances) amounts owing of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section 2.01(e), which new Sold Receivables will be automatically and immediately sold by the Borrower Seller to the Originators under Administrative Agent (for the Subordinated Loans ratable benefit of the Purchasers) pursuant to Section 2.01(b) upon such release (each such releaserelease of Collections described in clauses (A) and (B) above, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Master Servicer (or, following its assumption of exclusive dominion and control of the Collection Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Master Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Yield Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Yield Period to the extent such amount has not been distributed to the Master Servicer); (ii) second, to the Administrative Agent for distribution to each Lender Purchaser and other Credit Purchaser Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees Yield and Breakage Fees due to such Lender Purchaser and other Credit Purchaser Party for the immediately preceding Interest Yield Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees Yield and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Yield Period to the extent such amount has not been distributed to such Lender Purchaser or Credit Purchaser Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control The collection of the Collection Accounts pursuant Pool Receivables shall be administered by the Servicer in accordance with this Agreement. The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of any Termination Day and current computations of the Purchased Interest. (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or the Servicer: (i) set aside and hold in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator if, at the time of such request, there exists an Unmatured Termination Event or a Termination Event or if the failure to so segregate reasonably could be expected to cause a Material Adverse Effect) for the Issuer, out of the Issuer's Share of such Collections, first, an amount equal to the Discount accrued through such day for each Portion of Capital and not previously set aside, second, an amount equal to the fees set forth in the Fee Letter accrued and unpaid through such day, and third, to the extent funds are available therefor, an amount equal to the Issuer's Share of the Servicing Fee accrued through such day and not previously set aside; (ii) subject to Section 8.031.4(f), if such day is not a Termination Day, remit to the Seller, on behalf of the Issuer, the remainder of the Issuer's Share of such Collections. Such remainder shall be automatically reinvested in Pool Receivables, and in the Related Security, Collections and other proceeds with respect thereto; provided, however, that if the Purchased Interest would exceed 100%, then the Servicer shall not reinvest, but shall set aside and hold in trust for the benefit Issuer (and shall, at the request of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAdministrator, segregate in a separate account designated approved by the Administrative AgentAdministrator if, which at the time of such request, there exists an Unmatured Termination Event or a Termination Event or if the failure to so segregate reasonably could be expected to cause a Material Adverse Effect) a portion of such Collections that, together with the other Collections set aside pursuant to this paragraph, shall be an equal the amount necessary to reduce the Purchased Interest to 100%; (iii) if such day is a Termination Day, set aside, segregate and hold in trust (and shall, at the request of the Administrator, segregate in a separate account maintained and controlled approved by the Administrative Agent unless Administrator) for the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with Issuer the priority entire remainder of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or Issuer's Share of the Borrower or received in any Lock-Box or Collection AccountCollections; provided, however, that so long as each if amounts are set aside and held in trust on any Termination Day of the type described in clause (a) of the definition of "Termination Day" and, thereafter, the conditions precedent set forth in Section 5.03 2 of Exhibit II are satisfied or waived by the Administrator, such previously set-aside amounts shall be reinvested in accordance with clause (ii) on the day of such date, the Servicer may subsequent satisfaction or waiver of conditions; and (iv) release to the Borrower from Seller (subject to Section 1.4(f)) for its own account any Collections in excess of: (x) amounts required to be reinvested in accordance with clause (ii) or the proviso to clause (iii) plus (y) the amounts that are required to be set aside pursuant to clause (i), the proviso to clause (ii) and clause (iii) plus (z) the Seller's Share of the Servicing Fee accrued and unpaid through such day and all reasonable and appropriate out-of-pocket costs and expenses of the Servicer for servicing, collecting and administering the Pool Receivables. (c) The Servicer shall deposit into the Administration Account (or such other account designated by the Administrator), on each Monthly Settlement Date, Collections held for the Issuer pursuant to clause (b)(i) or (f) plus the amount of Collections then held for the Issuer pursuant to clauses (b)(ii) and (iii) of Section 1.4; provided that if anyJLG or an Affiliate thereof is the Servicer, such day is not a Termination Day and the Administrator has not notified JLG (or such Affiliate) necessary that such right is revoked, JLG (or such Affiliate) may retain the portion of the Collections set aside pursuant to pay clause (b) (i) that represents the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms Issuer's Share of the Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such release, a “Release”)Servicing Fee. On the last day of each Settlement DatePeriod, so long as the Administrative Agent has not taken exclusive dominion and control Administrator will notify the Servicer by facsimile of the Collections Accounts amount of Discount accrued with respect to each Portion of Capital during such Settlement Period or portion thereof. (d) Upon receipt of funds deposited into the Administration Account pursuant to Section 8.03clause (c), the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute Administrator shall cause such Collections in the following order of priorityfunds to be distributed as follows: (i) firstif such distribution occurs on a day that is not a Termination Day and the Purchased Interest does not exceed 100%, first to the Issuer in payment in full of all accrued Discount and fees (other than Servicing Fees) with respect to each Portion of Capital, and second, if the Servicer has set aside amounts in respect of the Servicing Fee pursuant to clause (b)(i) and has not retained such amounts pursuant to clause (c), to the Servicer for the (payable in arrears on each Monthly Settlement Date) in payment in full of the Issuer's Share of accrued Servicing Fees so set aside, and (ii) if such distribution occurs on a Termination Day or on a day when the Purchased Interest exceeds 100%, first to the Issuer in payment in full of all accrued Discount with respect to each Portion of Capital, second to the Issuer in payment in full of Capital (or, if such day is not a Termination Day, the amount necessary to reduce the Purchased Interest to 100%), third, to the Servicer in payment in full of all accrued Servicing Fees, and fourth, if the Capital and accrued Discount with respect to each Portion of Capital have been reduced to zero, and all accrued Servicing Fees payable to the Servicer have been paid in full, to the Issuer, the Administrator and any other Indemnified Party or Affected Person in payment in full of any other amounts owed thereto by the Seller hereunder. After the Capital, Discount, fees payable pursuant to the Fee Letter and Servicing Fees with respect to the Purchased Interest, and any other amounts payable by the Seller and the Servicer to the Issuer, the Administrator or any other Indemnified Party or Affected Person hereunder, have been paid in full, all additional Collections with respect to the Purchased Interest shall be paid to the Seller for its own account. (e) For the immediately preceding Interest Period purposes of this Section 1.4: (plusi) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, if applicablerejected, returned, repossessed or foreclosed goods or services, or any revision, cancellation, allowance, discount or other adjustment made by the Seller or any Affiliate of the Seller, or any setoff or dispute between the Seller or any Affiliate of the Seller and an Obligor, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer)reduction or adjustment; (ii) secondif on any day any of the representations or warranties in Section 1(g) or (n) of Exhibit III is not true with respect to any Pool Receivable, the Seller shall be deemed to each Lender and other Credit Party (ratably, based have received on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect day a Collection of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 Pool Receivable in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Partyfull; (iii) third, except as set forth provided in clause (x), (yi) or (zii), or as otherwise required by applicable law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (iv) belowif and to the extent the Administrator or the Issuer shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by the Administrator or the Issuer but rather to have been retained by the Seller and, accordingly, the Administrator or the Issuer, as applicable:the case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion; it being understood and agreed, that, unless and until the Administrative Agent gives such instructions, the Servicer shall not be required to hold Collections in a separate deposit account containing only such Collections, and may commingle such Collections with its own funds, so long as the Servicer is able, on each Business Day and on an equitable and consistent basis, to identify which portion of amounts credited to such deposit account are Collections), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans any Intercompany Loan Agreement (each such release, a “Release”). .. On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) : first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (ii) ; second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) ; third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during at any time that an Event of DefaultDefault shall have occurred and be continuing, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower Borrowers or received in any Lock-Box, Mail-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such date, the Servicer may release to the Borrower Borrowers from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower Borrowers on such date in accordance with the terms of the applicable Purchase and Sale and Contribution Agreement or (ii) amounts owing by the Borrower Borrowers to the Originators under the Subordinated Loans any Intercompany Loan Agreement (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (a) So long as The Seller shall provide to the Administrative Agent has not taken exclusive dominion and control Servicer on a timely basis all information needed for the administration of the Collection Accounts pursuant Pool Receivables, including notice of the occurrence of any Termination Day and current computations of the Purchased Interest. (b) The Servicer shall, on each day on which Collections of Pool Receivables are received by the Seller or the Servicer, after payment in full of the Servicing Fee accrued and payable through such day: (i) set aside and hold (or cause the Seller to set aside and hold) in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator) for the benefit of each Purchaser Group, out of such Collections, first, an amount equal to the Aggregate Discount accrued through such day and not previously set aside and second, an amount equal to the Fees accrued and unpaid through such day, (ii) subject to Section 8.031.4(f), if such day is not a Termination Day, remit to the Seller, ratably, on behalf of each Purchaser Group, the remainder of such Collections. Such remainder shall, to the extent representing a return of the Aggregate Capital, ratably, according to each Purchaser’s Capital, be automatically reinvested in Pool Receivables and the Related Rights; provided, that if the Purchased Interest would exceed 100%, then the Servicer shall not remit such remainder to the Seller or reinvest it, but shall set aside and hold (or cause the Seller to set aside and hold) in trust for the benefit of the Secured Parties Purchasers (orand shall, if so requested by at the Administrative Agent during an Event request of Defaultthe Administrator, segregate in a separate account designated approved by the Administrative AgentAdministrator) a portion of such Collections that, together with the other Collections set aside pursuant to this clause (ii), shall equal the amount necessary to reduce the Purchased Interest to 100% (determined as if such Collections set aside had been applied to reduce the Aggregate Capital and then, if applicable, to cash collateralize the LC Participation Amount, at such time), which amount shall be an deposited into the account maintained and controlled of the Administrator for the ratable benefit of the Purchasers (to be deposited by the Administrative Administrator in each Purchaser Agent’s account (for the benefit of its related Purchasers)) or to the LC Collateral Account on the next Settlement Date in accordance with Section 1.4(c); provided, further, that in the case of any Purchaser that has provided notice (an “Exiting Notice”) to its Purchaser Agent unless the Administrative Agent otherwise instructs in of its sole discretionrefusal, pursuant to Section 1.22, to extend its Commitment hereunder (an “Exiting Purchaser”), then, such Collections shall not be reinvested and shall instead be held in trust for application the benefit of such Purchaser and applied in accordance with clause (iii) below, (iii) if such day is a Termination Day or a day on which the Commitment of an Exiting Purchaser terminates, set aside and hold (or cause the Seller to set aside and hold) in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator) for the ratable benefit of each Purchaser Group the entire remainder of such Collections (or, in the case of an Exiting Purchaser, an amount equal to such Purchaser’s ratable share of such Collections based on its Capital; provided, that solely for the purpose of determining such Purchaser’s ratable share of such Collections, such Purchaser’s Capital shall be deemed to remain constant from the day on which the Commitment of such Exiting Purchaser terminates), until the date such Purchaser’s Capital has been paid in full; it being understood that if such day is also a Termination Day, such Exiting Purchaser’s Capital shall be recalculated taking into account amounts received by such Purchaser in respect of this parenthetical and thereafter Collections shall be set aside for such Purchaser ratably in respect of its Capital (as recalculated); provided, further, that if amounts are so set aside and held in trust on any Termination Day, such amounts shall, to the extent representing a return of Aggregate Capital, ratably in accordance with each Purchaser’s Capital, be reinvested in accordance with clause (ii) above on the next day to occur that is not a Termination Day (if any), and (iv) subject to Section 1.4(f), release to the Seller for its own account any Collections in excess of: (x) the amounts that are required to be set aside or reinvested pursuant to clauses (i), (ii) and (iii) above plus (y) all other amounts then due and payable by the Seller under this Agreement to the Purchasers, the LC Bank, the Administrator and any other Indemnified Party or Affected Person. (c) The Servicer shall, in accordance with the priority of payments priorities set forth in Section 1.4(d) below, all deposit into an account designated for each Purchaser by its Purchaser Agent, on each Settlement Date, Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; held for such Purchaser pursuant to Sections 1.4(b)(i), (ii) and (iii) and Section 1.4(f), provided, however, that so long as each to the extent any payments of Capital are required to be paid to the Administrator for the benefit of the conditions precedent set forth in Section 5.03 are satisfied Purchaser Agents pursuant to the foregoing sections, the Servicer shall pay such amounts to the Administrator. On or prior to the last day of each Calculation Period, each Purchaser Agent will notify the Servicer by email communication or other electronic delivery of the amount of Discount and Fees accrued during such Calculation Period or portion thereof and payable on such date, . (d) The Servicer shall distribute the Servicer may release amounts described in Section 1.4(b) (to the Borrower from such Collections the amount (if anyextent not already distributed pursuant to Section 1.4(b)) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priorityfollows: (i) if such distribution occurs on a Settlement Date that is not a Termination Day, that is not a day on which the Commitment of an Exiting Purchaser terminates and that is not a day on which the Purchased Interest exceeds 100%, to each Purchaser Agent ratably (based on the Discount and Fees accrued during the related Yield Period) (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of all accrued Discount and Fees with respect to the Purchasers within such Purchaser Agent’s Purchaser Group; it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably according to Discount and Fees owed to each such Purchaser; and (ii) if such distribution occurs on a Settlement Date that is a Termination Day, a day on which the Commitment of an Exiting Purchaser terminates or a day on which the Purchased Interest exceeds 100%: first, to each Purchaser Agent ratably (based on the Servicer Discount and Fees accrued during the related Yield Period) (for the payment benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of all accrued Servicing Discount and Fees payable with respect to the Purchasers within such Purchaser Agent’s Purchaser Group; second, to the Administrator for the immediately preceding Interest Period ratable benefit of each Purchaser (plusto be distributed by the Administrator to each Purchaser Agent ratably (based on the aggregate of the Capital of each Purchaser in such Purchaser Agent’s Purchaser Group) (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group)) in payment in full of (x) if such day is a Termination Day, each Purchaser’s Capital, (y) if applicablesuch day is not a Termination Day, the amount necessary to reduce the Purchased Interest to 100% or (z) if such day is not a Termination Day but is a day on which the Commitment of Servicing Fees payable for any prior Interest Period an Exiting Purchaser terminates, an amount equal to the extent Exiting Purchaser’s ratable share of the Collections set aside pursuant to Section 1.4(b)(iii) based on its Capital (determined as if such amount has not Collections had been distributed applied to reduce the Aggregate Capital); it being understood that each Purchaser Agent shall distribute the amounts described in clauses first and second of this clause (ii) to the ServicerPurchasers within its Purchaser Group ratably (based on Discount and Fees and Capital, respectively, owed to such Purchasers); third, to the LC Collateral Account for the benefit of the LC Bank and the LC Participants, the amount necessary to cash collateralize the LC Participation Amount (x) if such day is a Termination Day, until the amount of cash collateral held in such LC Collateral Account equals 100% of the LC Participation Amount or (y) if such day is not a Termination Day, the amount necessary to reduce the Purchased Interest to 100%; fourth, if all amounts required to be paid and deposited pursuant to preceding clauses first through third of this clause (ii) have been so paid and deposited in full, to each Purchaser Group ratably (based on the amounts payable to each) (for the benefit of the Purchasers within such Purchaser Group), the Administrator and any other Indemnified Party or Affected Person in payment in full of any other amounts owed thereto by the Seller or the Servicer hereunder; and fifth, to the Seller for its own account. (e) For the purposes of this Section 1.4: (i) if on any day the Outstanding Balance of any Pool Receivable is either (A) reduced or canceled as a result of (I) any defective, rejected, returned goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (II) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Servicer or the Seller which reduces the amount payable by the Obligor on the related Receivable, (III) any rebates, warranties, allowances or charge-backs or (IV) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (B) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), in any such case, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction, adjustment, cancellation or dispute and shall, subject to Section 1.4(e)(v), (x) if such day is not a Termination Day, hold any and all such amounts in trust for the benefit of the Purchasers and their assigns and, on the following Settlement Date, apply such amounts in accordance with this Section 1.4 or (y) if such day is a Termination Day, within two (2) Business Days of such reduction or adjustment, pay any and all such amounts in respect thereof to a Lock-Box Account for the benefit of the Purchasers and their assigns and for application pursuant to this Section 1.4; (ii) secondif on any day any of the representations or warranties in Sections 1(j) or 3(a) of Exhibit III is not true with respect to any Pool Receivable, the Seller shall be deemed to each Lender have received on such day a Collection of the full Outstanding Balance of such Pool Receivable and other Credit Party shall, subject to Section 1.4(e)(v), (ratablyx) if such day is not a Termination Day, based hold any and all such amounts in trust for the benefit of the Purchasers and their assigns and, on the following Settlement Date, apply such amounts in accordance with this Section 1.4 or (y) if such day is a Termination Day, within two (2) Business Days, pay any and all such amounts in respect thereof to a Lock-Box Account for the benefit of the Purchasers and their assigns and for application pursuant to this Section 1.4 (Collections deemed to have been received pursuant to Sections 1.4(e)(i) or (ii) are hereinafter sometimes referred to as “Deemed Collections”); (iii) except as provided in Sections 1.4(e)(i) or (ii) or as otherwise required by applicable Law, the relevant Contract or the applicable Eligible Supporting Letter of Credit, all Collections received from a Payment Obligor of any Receivable shall be applied to the Receivables of the applicable Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless otherwise specified by the applicable Obligor; (iv) if and to the extent the Administrator, any Purchaser Agent or any Purchaser shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount then due received by it hereunder, such amount shall be deemed not to have been so received by such Person but rather to have been retained by the Seller and, accordingly, such Person shall have a claim against the Seller for such amount, payable when and owingto the extent that any distribution from or on behalf of such Obligor is made in respect thereof; (v) if at any time before the Facility Termination Date the Seller is deemed to have received any Deemed Collection under Sections 1.4(e)(i) and (ii), all accrued so long as no Termination Day then exists, the Seller may satisfy its obligation to deliver the amount of such Deemed Collections to a Lock-Box Account by instead recalculating (or being deemed to have recalculated) the Purchased Interest by decreasing the Net Receivables Pool Balance by the amount of such Deemed Collections, so long as such adjustment does not cause the Purchased Interest to exceed 100%; and (vi) if at any time the Seller satisfies in full its obligations hereunder with respect to Deemed Collections (whether by payment to a Lock-Box Account and/or by reducing the Net Receivables Pool Balance), the Administrator (on behalf of the Purchaser Agents and unpaid Interestthe Purchasers) shall reconvey to the Seller its interest in the Pool Receivable(s) to which such Deemed Collection relates, Fees without recourse and Breakage Fees due without any representation or warranty except that such Pool Receivable is free and clear of liens, security interests, charges and encumbrances created by the Administrator and thereafter the Seller shall not sell any interest in such Receivable to the Administrator (on behalf of the Purchaser Agents and the Purchasers). (f) If at any time the Seller wishes to cause the reduction of Aggregate Capital the Seller may do so as follows: (i) the Seller shall deliver to the Administrator, each Purchaser Agent and the Servicer a Paydown Notice at least two Business Days prior to the date of such Lender reduction for any reduction of the Aggregate Capital, and each such Paydown Notice shall include, among other Credit Party things, the amount of such proposed reduction and the proposed date on which such reduction will commence; (ii) on the proposed date of the commencement of such reduction and on each day thereafter, the Servicer shall cause Collections not to be reinvested until the amount thereof not so reinvested shall equal the desired amount of reduction; and (iii) the Servicer shall hold (or cause the Seller to set aside and hold) such Collections in trust for the immediately preceding Interest Period benefit of each Purchaser ratably according to its Capital, for payment to the Administrator for the ratable benefit of each such Purchaser on the date specified in the Paydown Notice (including any additional amounts or indemnified amounts payable under Sections 4.03 such other date as agreed to by the Administrator) and 13.01 the Aggregate Capital (together with the Capital of each Purchaser) shall be deemed reduced in respect the amount to be paid to the Administrator for the ratable benefit of each such payments)Purchaser only when in fact finally so paid; provided, plus, if applicable, that: (A) the amount of any such Interestreduction (if not a reduction to zero) shall be an integral multiple of $100,000; and (B) with respect to any Portion of Capital, Fees the Seller shall choose a reduction amount, and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect the date of such payments) payable for any prior Interest Period commencement thereof, so that to the extent practicable such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth reduction shall commence and conclude in clause (x), (y) or (z) below, as applicable:the same Yield Period.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control The collection of the Collection Accounts pursuant Pool Receivables shall be administered by the Servicer in accordance with this Agreement and applicable regulatory law. The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of any Termination Day and current computations of the Purchased Interest. (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or the Servicer: (i) set aside and hold in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator) for the benefit of each Purchaser Group, out of such Collections, first, an amount equal to the Aggregate Discount accrued through such day for each Portion of Capital and not previously set aside, second, an amount equal to the fees set forth in each Purchaser Group Fee Letter accrued and unpaid through such day, and third, to the extent funds are available therefor, an amount equal to the aggregate Purchasers’ Share of the Servicing Fee accrued through such day and not previously set aside, (ii) subject to Section 8.031.4(f), if such day is not a Termination Day, remit to the Seller, ratably, on behalf of each Purchaser Group, the remainder of such Collections. Such remainder shall, to the extent representing a return on the Aggregate Capital, ratably, according to each Purchaser’s Capital, be automatically reinvested in Pool Receivables, and in the Related Security, Collections and other proceeds with respect thereto; provided, however, that if the Purchased Interest would exceed 100%, then the Servicer shall not reinvest, but shall set aside and hold in trust for the benefit of the Secured Parties Purchasers (orand shall, if so requested by at the Administrative Agent during an Event request of Defaultthe Administrator, segregate in a separate account designated approved by the Administrative Administrator) a portion of such Collections that, together with the other Collections set aside pursuant to this paragraph, shall equal the amount necessary to reduce the Purchased Interest to 100%, which amount shall be deposited ratably to each Purchaser Agent’s account (for the benefit of its related Purchasers) on the next Settlement Date in accordance with Section 1.4(c); provided, further, that (x) in the case of any Purchaser that is a Conduit Purchaser, if such Conduit Purchaser has provided notice (a “Declining Notice”) to its Purchaser Agent, the Administrator, and the Servicer that such Purchaser (a “Declining Conduit Purchaser”) no longer wishes Collections with respect to any Portion of Capital funded or maintained by such Conduit Purchaser to be reinvested pursuant to this clause (ii), and (y) in the case of any Purchaser with respect to which the Purchaser Termination Date has occurred (an “Exiting Purchaser”) then in either case (x) or (y), above, such Collections shall not be reinvested and shall instead be held in trust for the benefit of such Purchaser and applied in accordance with clause (iii), below. (iii) if such day is a Termination Day (or any day following the provision of a Declining Notice or the occurrence of the Purchaser Termination Date with respect to any Purchaser), set aside, segregate and hold in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator) for the benefit of each Purchaser Group the entire remainder of the Collections (or in the case of a Declining Conduit Purchaser or an Exiting Purchaser an amount equal to such Declining Conduit Purchaser’s or Exiting Purchaser’s ratable share of such Collections based on its Capital; provided, that solely for the purpose of determining such Declining Conduit Purchaser’s or Exiting Purchaser’s ratable share of such Collections, such Declining Conduit Purchaser’s or Exiting Purchaser’s Capital shall be an deemed to remain constant from the date of the provision of a Declining Notice or the occurrence of the Purchaser Termination Date with respect to such Purchaser, as the case may be, until the date such Declining Conduit Purchaser’s or Exiting Purchaser’s Capital has been paid in full; it being understood that if such day is also a Termination Day, such Declining Conduit Purchaser’s or Exiting Purchaser’s Capital shall be recalculated taking into account maintained amounts received by such Purchaser in respect of this parenthetical and controlled thereafter Collections shall be set aside for such Purchaser ratably in respect of its Capital (as recalculated)); provided, that if amounts are set aside and held in trust on any Termination Day (or any day following the provision of a Declining Notice or the occurrence of the Purchaser Termination Date with respect to any Purchaser) and, thereafter, the conditions set forth in Section 2 of Exhibit II or giving rise to the related Facility Termination Date are satisfied or cured or waived by the Administrative Majority Purchaser Agents (or in the case of a Declining Notice or the occurrence of the Purchaser Termination Date with respect to any Purchaser, such Declining Notice or occurrence of the Purchaser Termination Date with respect to such Purchaser, as the case may be, has been revoked by the related Declining Conduit Purchaser or waived by the related Exiting Purchaser, as the case may be, and written notice thereof has been provided to the Administrator, the related Purchaser Agent unless and the Administrative Agent otherwise instructs in its sole discretionServicer), such previously set-aside amounts shall, to the extent representing a return on Aggregate Capital (or the Capital of the Declining Conduit Purchaser or Exiting Purchaser, as the case may be) and ratably in accordance with each Purchaser’s Capital, be reinvested in accordance with clause (ii) on the day of such subsequent satisfaction, cure or waiver of conditions or revocation of Declining Notice or waiver of such Purchaser Termination Date, as the case may be, and (iv) release to the Seller (subject to Section 1.4(f)) for application its own account any Collections in excess, if any, of: (x) amounts required to be reinvested in accordance with clause (ii) or the proviso to clause (iii) plus (y) the amounts that are required to be set aside pursuant to clause (i), the proviso to clause (ii) and clause (iii) plus (z) the Seller’s Share of the Servicing Fee accrued and unpaid through such day and all reasonable and appropriate out-of-pocket costs and expenses of the Servicer for servicing, collecting and administering the Pool Receivables. (c) The Servicer shall, in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent priorities set forth in Section 5.03 are satisfied 1.4(d), below, deposit into each applicable Purchaser Agent’s account (or such other account designated by such applicable Purchaser or its Purchaser Agent), on each Settlement Date in the case of Collections held for each Purchaser with respect to such datePurchaser’s Portion(s) of Capital pursuant to clause (b)(i) or paragraph (f), the Servicer may release to the Borrower from such Collections plus the amount of Collections then held for the related Purchasers pursuant to clauses (b)(ii) and (iii) of this Section 1.4; provided, that if any) necessary to pay (i) Triumph or an Affiliate thereof is the purchase price for Receivables purchased by Servicer, such day is not a Termination Day and the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent Administrator has not taken exclusive dominion and control notified Triumph (or such Affiliate) that such right is revoked, Triumph (or such Affiliate) may retain the portion of the Collections Accounts set aside pursuant to Section 8.03, clause (b)(i) that represents the Servicer (or, following its assumption of exclusive dominion and control aggregate Purchasers’ Share of the Collection AccountsServicing Fee. (d) The Servicer shall distribute the amounts described (and at the times set forth) in Section 1.4(c), the Administrative Agent) shall, distribute such Collections in the following order of priorityas follows: (i) firstif such distribution occurs on a day that is not a Termination Day, first to each Purchaser Agent ratably according to the Discount accrued during the Yield Period ending on the Settlement Date on which such Discount is distributed (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of all accrued and unpaid Discount and Fees (other than Servicing Fees) with respect to each Portion of Capital maintained by such Purchasers; it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably according to Discount, and second, if the Servicer has set aside amounts in respect of the Purchasers’ Share of the Servicing Fee pursuant to clause (b)(i) and has not retained such amounts pursuant to paragraph (c), to the Servicer Servicer’s own account (payable in arrears on each Settlement Date) in payment in full of the aggregate of the Purchasers’ Share of accrued Servicing Fees so set aside, and (ii) if such distribution occurs on a Termination Day, first if Triumph or an Affiliate thereof is not the Servicer, to the Servicer’s own account in payment in full of the Purchasers’ Share of all accrued Servicing Fees, second to each Purchaser Agent ratably (based on the aggregate accrued and unpaid Discount and Fees (other than Servicing Fees) payable to all Purchasers at such time) (for the payment benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of all accrued Discount with respect to each Portion of Capital funded or maintained by the Purchasers within such Purchaser Agent’s Purchaser Group, third to each Purchaser Agent ratably according to the aggregate of the Capital of each Purchaser in each such Purchaser Agent’s Purchaser Group (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of each Purchaser’s Capital (or, if such day is not a Termination Day, the amount necessary to reduce the Purchased Interest to 100%); it being understood that each Purchaser Agent shall distribute the amounts described in the first and second clauses of this Section 1.4(d)(ii) to the Purchasers within its Purchaser Group ratably according to Discount and Capital, respectively, fourth, if the Aggregate Capital and accrued Aggregate Discount with respect to each Portion of Capital for all Purchaser Groups have been reduced to zero, and the Purchasers’ Share of all accrued Servicing Fees payable to the Servicer (if other than Triumph or an Affiliate thereof) have been paid in full, to each Purchaser Group ratably, based on the amounts then due and payable to each (for the immediately preceding benefit of the Purchasers within such Purchaser Group), the Administrator and any other Indemnified Party or Affected Person in payment in full of any other amounts then due and payable thereto by the Seller or Servicer hereunder and, fifth, to the Servicer’s own account (if the Servicer is Triumph or an Affiliate thereof) in payment in full of the aggregate of the Purchasers’ Share of all accrued Servicing Fees. After the Aggregate Capital, Aggregate Discount, fees payable pursuant to each Purchaser Group Fee Letter and Servicing Fees with respect to the Purchased Interest, and any other amounts payable by the Seller and the Servicer to each Purchaser Group, the Administrator or any other Indemnified Party or Affected Person hereunder, have been paid in full, all additional Collections with respect to the Purchased Interest Period shall be paid to the Seller for its own account. (pluse) For the purposes of this Section 1.4: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, if applicablerejected, returned, repossessed or foreclosed goods or services, or any revision, cancellation, allowance, rebate, discount or other adjustment made by the Seller or any Affiliate of the Seller, or the Servicer or any Affiliate of the Servicer, or any setoff or dispute between the Seller or any Affiliate of the Seller, or the Servicer or any Affiliate of the Servicer and an Obligor, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of Servicing Fees payable such reduction or adjustment and shall immediately pay any and all such amounts in respect thereof to a Lock-Box Account for any prior Interest Period the benefit of the Purchasers and their assigns and for application pursuant to the extent such amount has not been distributed to the Servicer)this Section 1.4; (ii) secondif on any day any of the representations or warranties in Sections 1(j) or 3(a) of Exhibit III is not true with respect to any Pool Receivable, the Seller shall be deemed to each Lender have received on such day a Collection of such Pool Receivable in full and other Credit Party shall immediately pay any and all such amounts to a Lock-Box Account (ratably, based on or as otherwise directed by the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to Administrator at such Lender and other Credit Party time) for the immediately preceding Interest Period benefit of the Purchasers and their assigns and for application pursuant to this Section 1.4 (including any additional amounts Collections deemed to have been received pursuant to clause (i) or indemnified amounts payable under Sections 4.03 and 13.01 in respect (ii) of such paymentsthis paragraph (e) are hereinafter sometimes referred to as “Deemed Collections”), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) thirdexcept as otherwise required by applicable law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (iv) if and to the extent the Administrator, any Purchaser Agent or any Purchaser shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by such Person but rather to have been retained by the Seller and, accordingly, such Person shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (f) If at any time the Seller shall wish to cause the reduction of Aggregate Capital (but not to commence the liquidation, or reduction to zero, of the entire Aggregate Capital) the Seller may do so as set forth follows: (i) the Seller shall give the Administrator, each Purchaser Agent and the Servicer written notice in clause the form of Annex E (x)each, a “Paydown Notice”) (yA) at least two Business Days prior to the date of such reduction for any reduction of the Aggregate Capital less than or equal to $20,000,000 (zor such greater amount as agreed to by the Administrator and the Majority Purchaser Agents) belowand (B) at least five Business Days prior to the date of such reduction for any reduction of the Aggregate Capital greater than $20,000,000, and each such Paydown Notice shall include, among other things, the amount of such proposed reduction and the proposed date on which such reduction will commence; (ii) on the proposed date of the commencement of such reduction and on each day thereafter, the Servicer shall cause Collections not to be reinvested until the amount thereof not so reinvested shall equal the desired amount of reduction; and (iii) the Servicer shall hold such Collections in trust for the benefit of each Purchaser ratably according to its Capital, for payment to each such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) on the next Settlement Date (or such other date as applicableagreed to by the Administrator) with respect to any Portions of Capital maintained by such Purchaser immediately following the related current Yield Period, and the Aggregate Capital (together with the Capital of any related Purchaser) shall be deemed reduced in the amount to be paid to such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) only when in fact finally so paid; provided, that:

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Master Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, (x) if so requested by the Administrative Agent during at any time while an Event of DefaultTermination has occurred and is continuing, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretiondiscretion and (y) if a Notice Event has occurred, retain in the Collection Accounts and not transfer out of or otherwise remove therefrom until the applicable Settlement Date), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Master Servicer or the Borrower Seller or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such date, (A) the Master Servicer may release to the Borrower Seller from such Collections received on Unsold Receivables the amount (if any) necessary to pay (i) pay the purchase price for Receivables purchased by the Borrower Seller on such date in accordance with the terms of the Sale Agreement and Contribution Agreement or (ii) the amounts owing by the Borrower Seller to any Originator under any Subordinated Note in accordance with Section 8.01(s) and (B) the Master Servicer may release to the Originators under Seller all or a portion of such Collections received on Sold Receivables in exchange for the Subordinated Loans Seller designating an equivalent amount (based on aggregate Outstanding Balances) of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section 2.01(e), which new Sold Receivables will be automatically and immediately sold by the Seller to the Administrative Agent (for the ratable benefit of the Purchasers) pursuant to Section 2.01(b) upon such release (each such releaserelease of Collections described in clauses (A) and (B) above, a “Release”). Amounts held in trust by the Master Servicer pursuant to this Section 4.01(a) may be commingled with other funds of the Master Servicer in one or more accounts of the Master Servicer or an Affiliate thereof that does not constitute a Collection Account (unless otherwise requested by the Administrative Agent at any time while an Event of Termination has occurred and is continuing); provided, further, that any such commingling shall not derogate from the Seller’s or the Master Servicer’s indemnification obligations with respect to commingling pursuant to Section 13.01 and 13.02 or the Master Servicer’s obligation to distribute Collection in accordance with this Section 4.01(a) on each Settlement Date. On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Master Servicer (or, following its assumption of exclusive dominion and control of the Collection AccountsAccounts (to the extent that funds have not previously been released by the Administrative Agent to the Master Servicer), the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Master Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Yield Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Yield Period to the extent such amount has not been distributed to the Master Servicer); (ii) second, to the Administrative Agent for distribution to each Lender Purchaser and other Credit Purchaser Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees Yield and Breakage Fees due to such Lender Purchaser and other Credit Purchaser Party for the immediately preceding Interest Yield Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees Yield and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Yield Period to the extent such amount has not been distributed to such Lender Purchaser or Credit Purchaser Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03Accounts, the Servicer shall set aside and hold in trust for the Administrative Agent, for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and and/or controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower Seller or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer may (A) release to the Borrower Seller from such Collections received on Seller Collateral the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower Seller on such date in accordance with the terms of the Sale Transfer Agreement and Contribution Agreement (B) release to the Seller all or a portion of Collections received on Sold Assets or amounts disbursed to the Seller pursuant to Section 3.01(a)(vi) below in exchange for the Seller designating an equivalent amount (iibased on aggregate Outstanding Balances) amounts owing of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section 2.01(e), which new Sold Receivables will be automatically and immediately sold by the Borrower Seller to the Originators under Administrative Agent (for the Subordinated Loans ratable benefit of the Purchasers) pursuant to Section 2.01(b) upon such release (each such releaserelease of Collections described in clauses (A) and (B) above, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion domain and control of over the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, shall distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued all unpaid Servicing Fees payable for the immediately preceding Interest Period accrued up to (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent but not including) such amount has not been distributed to the Servicer)Settlement Date; (ii) second, to each Lender Purchaser and other Credit Purchaser Party (ratably, based on the amount then due and owing), (w) all unpaid Yield accrued and on such Purchaser’s Capital up to (but not including) such Settlement Date, (x) all unpaid InterestFees accrued up to (but not including) such Settlement Date, Fees and Breakage Fees (y) any indemnity payments under Section 4.02 due to such Lender Purchaser and other Credit Party for the immediately preceding Interest Period Purchaser Party, and (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including z) any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (xA), (yB) or (zC) below, as applicable: (A) prior to the occurrence of the Termination Date, to the extent that a Capital Coverage Amount Deficit exists on such date, to the Purchasers (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the payment of a portion of the outstanding Aggregate Capital at such time, in an aggregate amount equal to the amount necessary to reduce the Capital Coverage Amount Deficit to zero ($0); (B) on and after the occurrence of the Termination Date, to each Purchaser (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the payment in full of the aggregate outstanding Capital of such Purchaser at such time; or (C) prior to the occurrence of the Termination Date, at the election of the Seller and in accordance with Section 2.02(d), to the payment of all or any portion of the outstanding Capital of the Purchasers at such time (ratably, based on the aggregate outstanding Capital of each Purchaser at such time); (iv) fourth, to the Secured Parties (ratably, based on the amount due and owing at such time), for the payment of all other Seller Obligations then due and owing by the Seller to the Secured Parties; (v) fifth, to the Originators (ratably, based on the amount due and owing at such time), any payments of principal or interest then due under the Subordinated Loans; and (vi) sixth, the balance, if any, to be paid to the Seller for its own account. Amounts payable pursuant to each of clauses first through fourth above shall be paid (at each level of priority) first from available Collections on Sold Receivables and other Sold Assets, and second, to the extent necessary in order to make all such payments at such level of priority in full, from Collections on Unsold Receivables and other Seller Collateral. The Seller’s right to receive payments (if any) from time to time pursuant to clause sixth above shall, to the extent arising from Collections on Sold Receivables, constitute compensation to the Seller for the Seller’s provision of the Seller Guaranty and the Purchaser Parties’ interests in the Sold Asset and the Seller Collateral. (b) All payments or distributions to be made by the Servicer, the Seller and any other Person to any Purchaser Party (or its respective related Secured Parties), shall be paid or distributed to such Purchaser Party. (c) If and to the extent the Administrative Agent or any other Secured Party shall be required for any reason to pay over to any Person (including any Obligor or any trustee, receiver, custodian or similar official in any Relief Proceeding) any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Administrative Agent or such other Secured Party, as the case may be, shall have a claim against the Seller for such amount. (d) For the purposes of this Section 3.01: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or cancelled as a result of (A) any defective, rejected, returned, repossessed or foreclosed goods or services, (B) any revision, cancellation, allowance, rebate, credit memo, discount or other adjustment made by any Seller-Related Party or any Affiliate thereof or (C) any setoff, counterclaim or dispute between any Seller-Related Party or any Affiliate thereof, and an Obligor, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in an amount equal to the positive difference between (A) such Pool Receivable’s Outstanding Balance prior to such reduction and (B) its Outstanding Balance after such reduction, and the Seller shall within two (2) Business Days after such reduction or cancellation pay to a Collection Account or as otherwise directed by the Administrative Agent prior to such time, for the benefit of the Purchaser Parties for application pursuant to Section 3.01(a), an amount equal to (x) if such reduction occurs prior to the Termination Date and no Event of Default or Potential Default has occurred and is continuing, the lesser of (I) the sum of all deemed Collections with respect to such reduction and (II) an amount necessary to eliminate any Capital Coverage Amount Deficit that exists at such time and (y) if such reduction occurs on or after the Termination Date or at any time when an Event of Default or Potential Default has occurred and is continuing, the sum of all deemed Collections with respect to such reduction or cancellation (Collections deemed to have been received pursuant to this Section 3.01(d)(i) are hereinafter sometimes referred to as “Dilution”); (ii) if (A) any representation or warranty in Section 6.01 is not true with respect to any Pool Receivable at the time made or (B) any Receivable included in any Pool Report as an Eligible Receivable or in any calculation of the Net Receivables Pool Balance as an Eligible Receivable fails to be an Eligible Receivable at the time of such inclusion, then, in either case, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable’s Outstanding Balance in full, and the Seller shall within two (2) Business Days pay to a Collection Account or as otherwise directed by the Administrative Agent at such time, for the benefit of the Purchaser Parties for application pursuant to Section 3.01(a), an amount equal to (x) if such breach occurs prior to the Termination Date and no Event of Default or Potential Default has occurred and is continuing, the lesser of (I) the sum of all deemed Collections with respect to such breach and (II) an amount necessary to eliminate any Capital Coverage Amount Deficit that exists at such time and (y) if such breach occurs on or after the Termination Date or at any time when an Event of Default or Potential Default has occurred and is continuing, the sum of all deemed Collections with respect to such breach (Collections deemed to have been received pursuant to Sections 3.01(d)(i) and 3.01(d)(ii), including any Dilution, are hereinafter sometimes referred to as “Deemed Collections”); (iii) except as provided in clauses (i) or (ii) above or otherwise required by applicable Law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; (iv) if and to the extent the Administrative Agent or any other Secured Party shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Relief Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by such Person but rather to have been retained by the Seller and, accordingly, such Person shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof; and (v) it is understood and agreed that the satisfaction of the obligations with respect to any Dilution of Deemed Collection as described above shall constitute the sole remedy respecting the circumstance or breach giving rise to such action available to the Administrative Agent or any Secured Party except for any of the Administrative Agent’s rights to indemnification pursuant to Sections 11.02 and 11.03 hereof.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03Accounts, the Servicer shall set aside and hold in trust for the Administrative Agent, for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and and/or controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower Seller or received in any Lock-Box or Collection Account; provided, however, that so long as the Administrative Agent has not taken exclusive control of the Collection Accounts and each of the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer may (A) release to the Borrower Seller from such Collections received on Seller Collateral the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower Seller on such date in accordance with the terms of the Sale Transfer Agreement and Contribution Agreement (B) release to the Seller all or a portion of Collections received on Sold Assets in exchange for the Seller designating an equivalent amount (iibased on aggregate Outstanding Balances) amounts owing of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section 2.01(e), which new Sold Receivables will be automatically and immediately sold by the Borrower Seller to the Originators under Administrative Agent (for the Subordinated Loans ratable benefit of the Purchasers) pursuant to Section 2.01(b) upon such release (each such releaserelease of Collections described in clauses (A) and (B) above or pursuant to Section 8.03(c), a “Release”); provided, however, that the amount so released to the Seller by the Servicer on any day shall not exceed the Maximum Release Amount, and any Release following the Administrative Agent’s assumption of exclusive control of the Collection Accounts shall be made pursuant to Section 8.03(c). On each Settlement Date, the Servicer (so long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts) shall distribute such Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative AgentAgent shall distribute all Collections then on deposit in the Cash Dominion Administration Accounts) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued all unpaid Servicing Fees payable for the immediately preceding Interest Period accrued up to (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent but not including) such amount has not been distributed to the Servicer)Settlement Date; (ii) second, to each Lender Purchaser and other Credit Purchaser Party (ratably, based on the amount then due and owing), (w) all unpaid Yield accrued and on such Purchaser’s Capital up to (but not including) such Settlement Date, (x) all unpaid InterestFees accrued up to (but not including) such Settlement Date, Fees and Breakage Fees (y) any indemnity payments under Section 4.02 due to such Lender Purchaser and other Credit Party for the immediately preceding Interest Period Purchaser Party, and (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including z) any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (xA), (yB) or (zC) below, as applicable: (A) prior to the occurrence of the Termination Date, to the extent that a Capital Coverage Amount Deficit exists on such date, to the Purchasers (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the payment of a portion of the outstanding Aggregate Capital at such time, in an aggregate amount equal to the amount necessary to reduce the Capital Coverage Amount Deficit to zero ($0); (B) on and after the occurrence of the Termination Date, to each Purchaser (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the payment in full of the aggregate outstanding Capital of such Purchaser at such time; or (C) prior to the occurrence of the Termination Date, at the election of the Seller and in accordance with Section 2.02(d), to the payment of all or any portion of the outstanding Capital of the Purchasers at such time (ratably, based on the aggregate outstanding Capital of each Purchaser at such time); (iv) fourth, to the Secured Parties (ratably, based on the amount due and owing at such time), for the payment of all other Seller Obligations then due and owing by the Seller to the Secured Parties; (v) fifth, to the Originators (ratably, based on the amount due and owing at such time), any payments of principal or interest then due under the Subordinated Loans; and (vi) sixth, the balance, if any, to be paid to the Seller for its own account. Amounts payable pursuant to each of clauses first through fourth above shall be paid (at each level of priority) first from available Collections on Sold Receivables and other Sold Assets, and second, to the extent necessary in order to make all such payments at such level of priority in full, from Collections on Unsold Receivables and other Seller Collateral. The Seller’s right to receive payments (if any) from time to time pursuant to clause sixth above shall, to the extent arising from Collections on Sold Receivables, constitute compensation to the Seller for the Seller’s provision of the Seller Guaranty and the Purchaser Parties’ interests in the Sold Asset and the Seller Collateral. (b) All payments or distributions to be made by the Servicer, the Seller and any other Person to any Purchaser Party (or its respective related Secured Parties), shall be paid or distributed to such Purchaser Party. (c) If and to the extent the Administrative Agent or any other Secured Party shall be required for any reason to pay over to any Person (including any Obligor or any trustee, receiver, custodian or similar official in any Relief Proceeding) any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Administrative Agent or such other Secured Party, as the case may be, shall have a claim against the Seller for such amount. (d) For the purposes of this Section 3.01: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or cancelled as a result of (A) any defective, rejected, returned, repossessed or foreclosed goods or services, (B) any revision, cancellation, allowance, rebate, credit memo, discount or other adjustment made by any Seller-Related Party or any Affiliate thereof or (C) any setoff, counterclaim or dispute between any Seller-Related Party or any Affiliate thereof, and an Obligor, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in an amount equal to the positive difference between (A) such Pool Receivable’s Outstanding Balance prior to such reduction and (B) its Outstanding Balance after such reduction, and the Seller shall within two (2) Business Days pay to a Collection Account or as otherwise directed by the Administrative Agent at such time, for the benefit of the Purchaser Parties for application pursuant to Section 3.01(a), an amount equal to (x) if such reduction occurs prior to the Termination Date and no Event of Default or Potential Default has occurred and is continuing, the lesser of (I) the sum of all deemed Collections with respect to such reduction and (II) an amount necessary to eliminate any Capital Coverage Amount Deficit that exists at such time and (y) if such reduction occurs on or after the Termination Date or at any time when an Event of Default or Potential Default has occurred and is continuing, the sum of all deemed Collections with respect to such reduction (Collections deemed to have been received pursuant to this Section 3.01(d)(i) are hereinafter sometimes referred to as “Dilution”); (ii) if (A) any representation or warranty in Section 6.01 is not true with respect to any Pool Receivable at the time made or (B) any Receivable included in any Pool Report as an Eligible Receivable or in any calculation of the Net Receivables Pool Balance as an Eligible Receivable fails to be an Eligible Receivable at the time of such inclusion, then, in either case, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable’s Outstanding Balance in full, and the Seller shall within two (2) Business Days pay to a Collection Account or as otherwise directed by the Administrative Agent at such time, for the benefit of the Purchaser Parties for application pursuant to Section 3.01(a), an amount equal to (x) if such breach occurs prior to the Termination Date and no Event of Default or Potential Default has occurred and is continuing, the lesser of (I) the sum of all deemed Collections with respect to such breach and (II) an amount necessary to eliminate any Capital Coverage Amount Deficit that exists at such time and (y) if such breach occurs on or after the Termination Date or at any time when an Event of Default or Potential Default has occurred and is continuing, the sum of all deemed Collections with respect to such breach (Collections deemed to have been received pursuant to Sections 3.01(d)(i) and 3.01(d)(ii), including any Dilution, are hereinafter sometimes referred to as “Deemed Collections”); (iii) except as provided in clauses (i) or (ii) above or otherwise required by applicable Law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (iv) if and to the extent the Administrative Agent or any other Secured Party shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Relief Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by such Person but rather to have been retained by the Seller and, accordingly, such Person shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower Seller or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such date, (A) the Servicer may release to the Borrower Seller from such Collections received on Unsold Receivables the amount (if any) necessary to pay (ix) the purchase price for Receivables purchased by the Borrower Seller on such date in accordance with the terms of the Purchase and Sale and Contribution Agreement Agreements or (iiy) amounts owing by the Borrower Seller to any Originator under any Subordinated Notes and (B) the Servicer may release to the Originators under Seller all or a portion of such Collections received on Sold Receivables in exchange for the Subordinated Loans Seller designating an equivalent amount (based on aggregate Outstanding Balances) of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section 2.01(e), which new Sold Receivables will be automatically and immediately sold by the Seller to the Administrative Agent (for the ratable benefit of the Purchasers) pursuant to Section 2.01(b) upon such release (each such releaserelease of Collections described in clauses (A) and (B) above, a “ReleaseReinvestment”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Yield Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Yield Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender Purchaser and other Credit Purchaser Party (ratably, based on the amount then due and owing), all accrued and unpaid InterestYield, Fees and Breakage Fees due to such Lender Purchaser and other Credit Purchaser Party for the immediately preceding Interest Yield Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such InterestYield, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Yield Period to the extent such amount has not been distributed to such Lender Purchaser or Credit Purchaser Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (a) So TheSo long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03Accounts, the he Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion; it being understood and agreed, that, unless and until the Administrative Agent gives such instructions, the Servicer shall not be required to hold Collections in a separate deposit account containing only such Collections, and may commingle such Collections with its own funds, so long as the Servicer is able, on each Business Day and on an equitable and consistent basis, to identify which portion of amounts credited to such deposit account are Collections), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however, that (A) if the Administrative Agent has not taken dominion of the Collection Accounts, so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans any Intercompany Loan Agreement (each such release, a “Release”). and (B) if the Administrative Agent has taken dominion of the Collection Accounts, any such Release shall be made only in accordance with Section 9.03(c). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: ; provided, however, that if the Administrative Agent has taken dominion of the Collection Accounts, then on the Settlement Date, the Administrative Agent will direct a portion of such Collections sufficient to make all payments due by the Borrower on such Settlement Date in accordance with the below priorities for payment: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); ; (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such 41762333169 19631658 762333169 19631658 Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; ; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:: (x) prior to the occurrence of the Termination Date, to the extent that a Borrowing Base Deficit exists on such date, to the Lenders (ratably, based on the aggregate outstanding Loan Amount of each Lender at such time) for the payment of a portion of the outstanding Aggregate Loan Amount at such time, in an aggregate amount equal to the amount necessary to reduce the Borrowing Base Deficit to zero ($0); (y) on and after the occurrence of the Termination Date, to each Lender (ratably, based on the aggregate outstanding Loan Amount of each Lender at such time) for the payment in full of the aggregate outstanding Loan Amount of such Lender at such time; or (z) prior to the occurrence of the Termination Date, at the election of the Borrower and in accordance with Section 2.02(d), to the payment of all or any portion of the outstanding Aggregate Loan Amount at such time (ratably, based on the aggregate outstanding Loan Amount of each Lender at such time); (iv) fourth, to the Credit Parties, the Affected Persons and the Borrower Indemnified Parties (ratably, based on the amount due and owing at such time), for the payment of all other Borrower Obligations then due and owing by the Borrower to the Credit Parties, the Affected Persons and the Borrower Indemnified Parties; and (v) fifth, the balance, if any, to be paid to the Borrower for its own account.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during at any time while an Event of DefaultTermination has occurred and is continuing, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower Seller or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such date, (A) the Servicer may release to the Borrower Seller from such Collections received on Unsold Receivables the amount (if any) necessary to pay (ix) the purchase price for Receivables purchased by the Borrower Seller on such date in accordance with the terms of the Receivables Sale and Contribution Agreement or (iiy) amounts owing by the Borrower Seller to any Originator under any Subordinated Notes and (B) the Servicer may release to the Originators under Seller all or a portion of such Collections received on Sold Receivables in exchange for the Subordinated Loans Seller designating an equivalent amount (based on aggregate Outstanding Balances) of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section 2.01(e), which new Sold Receivables will be automatically and immediately sold by the Seller to the Administrative Agent (for the ratable benefit of the Purchasers) pursuant to Section 2.01(b) upon such release (each such releaserelease of Collections described in clauses (A) and (B) above, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Yield Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Yield Period to the extent such amount has not been distributed to the Servicer); (ii) second, solely to the extent Yield and Fees were not paid on the Yield Payment Date in accordance with Section 2.03, to each Lender Purchaser and other Credit Purchaser Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees Yield and Breakage Fees due to such Lender Purchaser and other Credit Purchaser Party for the immediately preceding Interest Yield Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees Yield and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Yield Period to the extent such amount has not been distributed to such Lender Purchaser or Credit Purchaser Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during at any time that an Event of DefaultTermination shall have occurred that has not been waived in accordance with this Agreement, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower Seller or received in any Lock-Box or Collection Lock-Box Account; provided, however, that so long as each of the conditions precedent 42 set forth in Section 5.03 6.03 are satisfied on such date, the Servicer may release to the Borrower Seller from such Collections the amount (if any) necessary to be applied to pay (i) the purchase price for Receivables purchased by the Borrower Seller on such date in accordance with the terms of the Purchase and Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Yield Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Yield Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender Purchaser and other Credit Purchaser Party (ratably, based on the amount then due and owing), all accrued and unpaid InterestYield, Fees and Breakage Fees due to such Lender Purchaser and other Credit Purchaser Party for the immediately preceding Interest Yield Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such InterestYield, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Yield Period to the extent such amount has not been distributed to such Lender Purchaser or Credit Purchaser Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control The collection of the Collection Accounts pursuant Pool Receivables shall be administered by the Servicer in accordance with this Agreement. The Seller shall provide to Section 8.03the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of any Termination Day and current computations of the Purchased Interest. (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or the Servicer: (i) set aside and hold in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator if, at the time of such request, there exists an Unmatured Termination Event or a Termination Event or if the failure to so segregate reasonably could be expected to cause a Material Adverse Effect) for the Issuer, out of the Issuer's Share of such Collections, first, an amount equal to the Discount accrued through such day for each Portion of Capital and not previously set aside, second, an amount equal to the fees set forth in the Fee Letter accrued and unpaid through such day, and third, to the extent funds are available therefor, an amount equal to the Issuer's Share of the Servicing Fee accrued through such day and not previously set aside, (ii) subject to SECTION 1.4(f), if such day is not a Termination Day, remit to the Seller, on behalf of the Issuer, the remainder of the Issuer's Share of such Collections. Such remainder shall be automatically reinvested in Pool Receivables, and in the Related Security, Collections and other proceeds with respect thereto; provided, however, that if the Purchased Interest would exceed 100%, then the Servicer shall not reinvest, but shall set aside and hold in trust for the benefit Issuer (and shall, at the request of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAdministrator, segregate in a separate account designated approved by the Administrative AgentAdministrator if, which shall at the time of such request, there exists an Unmatured Termination Event or a Termination Event or if the failure to so segregate reasonably could be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion)expected to cause a Material Adverse Effect) a portion of such Collections that, for application in accordance together with the priority of payments other Collections set forth belowaside pursuant to this paragraph, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections shall equal the amount (if any) necessary to pay (i) reduce the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or (ii) amounts owing by the Borrower Purchased Interest to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party;100%, (iii) thirdif such day is a Termination Day, as set forth aside, segregate and hold in clause trust (x)and shall, (y) or (z) belowat the request of the Administrator, as applicable:segregate in a separate account approved by the

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03Accounts, the Servicer shall set aside and hold in trust for the Administrative Agent, for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and and/or controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower Seller or received in any Lock-Box or Collection Account; provided, however, (A) if the Administrative Agent has not taken dominion of the Collection Accounts, that so long as each of the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer may (x) release to the Borrower Seller from such Collections received on Seller Collateral the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower Seller on such date in accordance with the terms of the Sale First Tier Transfer Agreement and Contribution Agreement (y) release to the Seller all or a portion of Collections received on Sold Assets in exchange for the Seller designating an equivalent amount (iibased on aggregate Outstanding Balances) amounts owing of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section 2.01(e), which new Sold Receivables will be automatically and immediately sold by the Borrower Seller to the Originators under Administrative Agent (for the Subordinated Loans ratable benefit of the Purchasers) pursuant to Section 2.01(b) upon such release (each such releaserelease of Collections described in clauses (x) and (y) above, a “Release”) and (B) if the Administrative Agent has taken dominion of the Collection Accounts in accordance with the terms of this Agreement, any such Release shall be made only in accordance with Section 8.03(c). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, shall distribute such Collections in the following order of priority: : (i) first, to the Servicer for the payment of the accrued all unpaid Servicing Fees payable for the immediately preceding Interest Period accrued up to (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent but not including) such amount has not been distributed to the Servicer); Settlement Date; (ii) second, to each Lender Purchaser and other Credit Purchaser Party (ratably, based on the amount then due and owing), (w) all unpaid Yield accrued and on such Purchaser’s Capital up to (but not including) such Settlement Date, (x) all unpaid InterestFees accrued up to (but not including) such Settlement Date, Fees and Breakage Fees (y) any indemnity payments under Section 4.02 due to such Lender Purchaser and other Credit Party for the immediately preceding Interest Period Purchaser Party, and (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including z) any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; ; (iii) third, as set forth in clause (xA), (yB) or (zC) below, as applicable:: (A) prior to the occurrence of the Termination Date, to the extent that a Capital Coverage Amount Deficit exists on such date, to the Purchasers (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the payment of a portion of the outstanding Aggregate Capital at such time, in

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of Default, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees Feesindemnification payments under Section 4.02, due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 13.0111.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees Feesindemnification payments under Section 4.02, (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower Seller or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such date, (A) the Servicer may release to the Borrower Seller from such Collections received on Unsold Receivables the amount (if any) necessary to pay (ix) the purchase price for Receivables purchased by the Borrower Seller on such date in accordance with the terms of the Purchase and Sale and Contribution Agreement or (iiy) amounts owing by the Borrower Seller to any Originator under any Intercompany Loan Agreement and (B) the Servicer may release to the Originators under Seller all or a portion of such Collections received on Sold Receivables in exchange for the Subordinated Loans Seller designating an equivalent amount (based on aggregate Outstanding Balances) of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section 2.01(e), which new Sold Receivables will be automatically and immediately sold by the Seller to the Administrative Agent (for the ratable benefit of the Purchasers) pursuant to Section 2.01(b) upon such release (each such releaserelease of Collections described in clauses (A) and (B) above, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Yield Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Yield Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender Purchaser and other Credit Purchaser Party (ratably, based on the amount then due and owing), all accrued and unpaid InterestYield, Fees and Breakage Fees due to such Lender Purchaser and other Credit Purchaser Party for the immediately preceding Interest Yield Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such InterestYield, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Yield Period to the extent such amount has not been distributed to such Lender Purchaser or Credit Purchaser Party; (iii) third, as set forth in clause (xa), (yb) or (zc) below, as applicable: (b) prior to the occurrence of the Termination Date : (I) first, to the extent that a Capital Coverage Deficit exists on such date, to the Purchasers (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the return of a portion of the outstanding Aggregate Capital at such time, in an aggregate amount equal to the amount necessary to reduce the Capital Coverage Deficit to zero ($0) and (II) second, to each LC Collateral Account (ratably based on the face amount of LCs issued by the applicable LC Bank), in reduction of the Adjusted LC Participation Amount, in an amount equal to the amount necessary (after giving effect to clause (I) above) to reduce the Capital Coverage Deficit to zero ($0); (c) on and after the occurrence of the Termination Date : (I) first, to each Purchaser (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the return in full of the aggregate outstanding Capital of such Purchaser at such time and (II) second, to the applicable LC Collateral Account (ratably based on the face amount of LCs issued by the applicable LC Bank) (A) the amount necessary to reduce the Adjusted LC Participation Amount to zero ($0) and (B) an amount equal to the LC Fee Expectation at such time; or (d) prior to the occurrence of the Termination Date, at the election of the Seller and in accordance with Section 2.02(d), to the return of all or any portion of the outstanding Capital of the Purchasers at such time (ratably, based on the aggregate outstanding Capital of each Purchaser at such time); (i) forth, to the Purchaser Parties, the Affected Persons and the Seller Indemnified Parties (ratably, based on the amount due and owing at such time), for the payment of all other Seller Obligations then due and owing by the Seller to the Purchaser Parties, the Affected Persons and the Seller Indemnified Parties; and (ii) fifth, the balance, if any, to be paid to the Seller for its own account. Amounts payable pursuant to clauses first through fourth above shall be paid first from available Collections on Sold Receivables and other Sold Assets, and second, to the extent necessary in order to make all such payments in full, from Collections on Unsold Receivables and other Seller Collateral. The Seller’s right to receive payments (if any) from time to time pursuant to clause fifth above shall, to the extent arising from Collections on Sold Receivables, constitute compensation to the Seller for the Seller’s provision of the Seller Guaranty and the Purchaser Parties’ interests in the Seller Collateral. (e) All payments or distributions to be made by the Servicer, the Seller and any other Person to the Purchasers (or their respective related Affected Persons and the Seller Indemnified Parties), the XX Xxxxx and the LC Participants hereunder shall be paid or distributed to the related Group Agent at its Group Agent’s Account. Each Group Agent, upon itsreceipt in the applicable Group Agent’s Account of any such payments or distributions, shall distribute such amounts to the applicable Purchasers, the XX Xxxxx, the LC Participants,, Affected Persons and the Seller Indemnified Parties within its Group ratably; provided that if such Group Agent shall have received insufficient funds to pay all of the above amounts in full on any such date, such Group Agent shall pay such amounts to the applicable Purchasers, the XX Xxxxx, LC Participants, Affected Persons and the Seller Indemnified Parties within its Group in accordance with the priority of payments forth above, and with respect to any such category above for which there are insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to each such Person in such Group) among all such Persons in such Group entitled to payment thereof. (f) If and to the extent the Administrative Agent, any Purchaser Party, any Affected Person or any Seller Indemnified Party shall be required for any reason to pay over to any Person (including any Obligor or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Administrative Agent, such Purchaser Party, such Affected Person or such Seller Indemnified Party, as the case may be, shall have a claim against the Seller for such amount. (g) For the purposes of this Section 4.01: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any Dilution, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction or adjustment and shall on the second Business Day following knowledge of such Dilution pay any and all such amounts in respect thereof to a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Purchaser Parties for application pursuant to Section 4.01(a); (ii) if on any day any of the representations or warranties in Sections 7.01(p), (u), or (r) is not true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in full and shall on the second Business Day following knowledge thereof pay the amount of such deemed Collection to a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Purchaser Parties for application pursuant to Section 4.01(a) (Collections deemed to have been received pursuant to Section 4.01(d) are hereinafter sometimes referred to as “Deemed Collections”); (iii) except as provided in clauses (i) or (ii) above or otherwise required by Applicable Law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (iv) if and to the extent the Administrative Agent, any Purchaser Party, any Affected Person or any Seller Indemnified Party shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by such Person but rather to have been retained by the Seller and, accordingly, such Person shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control The collection of the Collection Accounts pursuant Pool Receivables shall be administered by the Servicer in accordance with this Agreement and applicable regulatory law. The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of any Termination Day and current computations of the Purchased Interest. (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or the Servicer: (i) set aside and hold in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator) for the benefit of each Purchaser Group, out of such Collections, first, an amount equal to the Aggregate Discount accrued through such day for each Portion of Capital and not previously set aside, second, an amount equal to the fees set forth in each Purchaser Group Fee Letter accrued and unpaid through such day, and third, to the extent funds are available therefor, an amount equal to the aggregate Purchasers’ Share of the Servicing Fee accrued through such day and not previously set aside, (ii) subject to Section 8.031.4(f), if such day is not a Termination Day, remit to the Seller, ratably, on behalf of each Purchaser Group, the remainder of such Collections. Such remainder shall, to the extent representing a return on the Aggregate Capital, ratably, according to each Purchaser’s Capital, be automatically reinvested in Pool Receivables, and in the Related Security, Collections and other proceeds with respect thereto; provided, however, that if the Purchased Interest would exceed 100%, then the Servicer shall not reinvest, but shall set aside and hold in trust for the benefit of the Secured Parties Purchasers (orand shall, if so requested by at the Administrative Agent during an Event request of Defaultthe Administrator, segregate in a separate account designated approved by the Administrative Administrator) a portion of such Collections that, together with the other Collections set aside pursuant to this paragraph, shall equal the amount necessary to reduce the Purchased Interest to 100%, which amount shall be deposited ratably to each Purchaser Agent’s account (for the benefit of its related Purchasers) on the next Settlement Date in accordance with Section 1.4(c); provided, further, that (x) in the case of any Purchaser that is a Conduit Purchaser, if such Conduit Purchaser has provided notice (a “Declining Notice”) to its Purchaser Agent, the Administrator, and the Servicer that such Purchaser (a “Declining Conduit Purchaser”) no longer wishes Collections with respect to any Portion of Capital funded or maintained by such Conduit Purchaser to be reinvested pursuant to this clause (ii), and (y) in the case of any Purchaser with respect to which the Purchaser Termination Date has occurred (an “Exiting Purchaser”) then in either case (x) or (y), above, such Collections shall not be reinvested and shall instead be held in trust for the benefit of such Purchaser and applied in accordance with clause (iii), below. (iii) if such day is a Termination Day (or any day following the provision of a Declining Notice or the occurrence of the Purchaser Termination Date with respect to any Purchaser), set aside, segregate and hold in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator) for the benefit of each Purchaser Group the entire remainder of the Collections (or in the case of a Declining Conduit Purchaser or an Exiting Purchaser an amount equal to such Declining Conduit Purchaser’s or Exiting Purchaser’s ratable share of such Collections based on its Capital; provided, that solely for the purpose of determining such Declining Conduit Purchaser’s or Exiting Purchaser’s ratable share of such Collections, such Declining Conduit Purchaser’s or Exiting Purchaser’s Capital shall be an deemed to remain constant from the date of the provision of a Declining Notice or the occurrence of the Purchaser Termination Date with respect to such Purchaser, as the case may be, until the date such Declining Conduit Purchaser’s or Exiting Purchaser’s Capital has been paid in full; it being understood that if such day is also a Termination Day, such Declining Conduit Purchaser’s or Exiting Purchaser’s Capital shall be recalculated taking into account maintained amounts received by such Purchaser in respect of this parenthetical and controlled thereafter Collections shall be set aside for such Purchaser ratably in respect of its Capital (as recalculated)); provided, that if amounts are set aside and held in trust on any Termination Day (or any day following the provision of a Declining Notice or the occurrence of the Purchaser Termination Date with respect to any Purchaser) and, thereafter, the conditions set forth in Section 2 of Exhibit II or giving rise to the related Facility Termination Date are satisfied or cured or waived by the Administrative Majority Purchaser Agents (or in the case of a Declining Notice or the occurrence of the Purchaser Termination Date with respect to any Purchaser, such Declining Notice or occurrence of the Purchaser Termination Date with respect to such Purchaser, as the case may be, has been revoked by the related Declining Conduit Purchaser or waived by the related Exiting Purchaser, as the case may be, and written notice thereof has been provided to the Administrator, the related Purchaser Agent unless and the Administrative Agent otherwise instructs in its sole discretionServicer), such previously set-aside amounts shall, to the extent representing a return on Aggregate Capital (or the Capital of the Declining Conduit Purchaser or Exiting Purchaser, as the case may be) and ratably in accordance with each Purchaser’s Capital, be reinvested in accordance with clause (ii) on the day of such subsequent satisfaction, cure or waiver of conditions or revocation of Declining Notice or waiver of such Purchaser Termination Date, as the case may be, and (iv) release to the Seller (subject to Section 1.4(f)) for application its own account any Collections in excess, if any, of: (x) amounts required to be reinvested in accordance with clause (ii) or the proviso to clause (iii) plus (y) the amounts that are required to be set aside pursuant to clause (i), the proviso to clause (ii) and clause (iii) plus (z) the Seller’s Share of the Servicing Fee accrued and unpaid through such day and all reasonable and appropriate out-of-pocket costs and expenses of the Servicer for servicing, collecting and administering the Pool Receivables. (c) The Servicer shall, in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent priorities set forth in Section 5.03 are satisfied 1.4(d), below, deposit into each applicable Purchaser Agent’s account (or such other account designated by such applicable Purchaser or its Purchaser Agent), on each Settlement Date in the case of Collections held for each Purchaser with respect to such datePurchaser’s Portion(s) of Capital pursuant to clause (b)(i) or paragraph (f), the Servicer may release to the Borrower from such Collections plus the amount of Collections then held for the related Purchasers pursuant to clauses (b)(ii) and (iii) of this Section 1.4; provided, that if any) necessary to pay (i) Triumph or an Affiliate thereof is the purchase price for Receivables purchased by Servicer, such day is not a Termination Day and the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent Administrator has not taken exclusive dominion and control notified Triumph (or such Affiliate) that such right is revoked, Triumph (or such Affiliate) may retain the portion of the Collections Accounts set aside pursuant to Section 8.03, clause (b)(i) that represents the Servicer (or, following its assumption of exclusive dominion and control aggregate Purchasers’ Share of the Collection AccountsServicing Fee. (d) The Servicer shall distribute the amounts described (and at the times set forth) in Section 1.4(c), the Administrative Agent) shall, distribute such Collections in the following order of priorityas follows: (i) firstif such distribution occurs on a day that is not a Termination Day, first to each Purchaser Agent ratably according to the Discount accrued during the Yield Period ending on the Settlement Date on which such Discount is distributed (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of all accrued and unpaid Discount and Fees (other than Servicing Fees) with respect to each Portion of Capital maintained by such Purchasers; it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably according to Discount, and second, if the Servicer has set aside amounts in respect of the Purchasers’ Share of the Servicing Fee pursuant to clause (b)(i) and has not retained such amounts pursuant to paragraph (c), to the Servicer Servicer’s own account (payable in arrears on each Settlement Date) in payment in full of the aggregate of the Purchasers’ Share of accrued Servicing Fees so set aside, and (ii) if such distribution occurs on a Termination Day, first if Triumph or an Affiliate thereof is not the Servicer, to the Servicer’s own account in payment in full of the Purchasers’ Share of all accrued Servicing Fees, second to each Purchaser Agent ratably (based on the aggregate accrued and unpaid Discount and Fees (other than Servicing Fees) payable to all Purchasers at such time) (for the payment benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of all accrued Discount with respect to each Portion of Capital funded or maintained by the Purchasers within such Purchaser Agent’s Purchaser Group, third to each Purchaser Agent ratably according to the aggregate of the Capital of each Purchaser in each such Purchaser Agent’s Purchaser Group (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of each Purchaser’s Capital (or, if such day is not a Termination Day, the amount necessary to reduce the Purchased Interest to 100%); it being understood that each Purchaser Agent shall distribute the amounts described in the first and second clauses of this Section 1.4(d)(ii) to the Purchasers within its Purchaser Group ratably according to Discount and Capital, respectively, fourth, if the Aggregate Capital and accrued Aggregate Discount with respect to each Portion of Capital for all Purchaser Groups have been reduced to zero, and the Purchasers’ Share of all accrued Servicing Fees payable to the Servicer (if other than Triumph or an Affiliate thereof) have been paid in full, to each Purchaser Group ratably, based on the amounts then due and payable to each (for the immediately preceding benefit of the Purchasers within such Purchaser Group), the Administrator and any other Indemnified Party or Affected Person in payment in full of any other amounts then due and payable thereto by the Seller or Servicer hereunder and, fifth, to the Servicer’s own account (if the Servicer is Triumph or an Affiliate thereof) in payment in full of the aggregate of the Purchasers’ Share of all accrued Servicing Fees. After the Aggregate Capital, Aggregate Discount, fees payable pursuant to each Purchaser Group Fee Letter and Servicing Fees with respect to the Purchased Interest, and any other amounts payable by the Seller and the Servicer to each Purchaser Group, the Administrator or any other Indemnified Party or Affected Person hereunder, have been paid in full, all additional Collections with respect to the Purchased Interest Period shall be paid to the Seller for its own account. (pluse) For the purposes of this Section 1.4: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, if applicablerejected, returned, repossessed or foreclosed goods or services, or any revision, cancellation, allowance, rebate, discount or other adjustment made by the Seller or any Affiliate of the Seller, or the Servicer or any Affiliate of the Servicer, or any setoff or dispute between the Seller or any Affiliate of the Seller, or the Servicer or any Affiliate of the Servicer and an Obligor, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of Servicing Fees payable such reduction or adjustment and shall immediately pay any and all such amounts in respect thereof to a Lock-Box Account for any prior Interest Period the benefit of the Purchasers and their assigns and for application pursuant to the extent such amount has not been distributed to the Servicer)this Section 1.4; (ii) secondif on any day any of the representations or warranties in Sections 1(j) or 3(a) of Exhibit III is not true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in full and shall immediately pay any and all such amounts to a Lock-Box Account (or as otherwise directed by the Administrator at such time) for the benefit of the Purchasers and their assigns and for application pursuant to this Section 1.4 (Collections deemed to have been received pursuant to clause (i) or (ii) of this paragraph (e) are hereinafter sometimes referred to as “Deemed Collections”); (iii) except as otherwise required by applicable law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (iv) if and to the extent the Administrator, any Purchaser Agent or any Purchaser shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by such Person but rather to have been retained by the Seller and, accordingly, such Person shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (f) If at any time the Seller shall wish to cause the reduction of Aggregate Capital (but not to commence the liquidation, or reduction to zero, of the entire Aggregate Capital) the Seller may do so as follows: (i) the Seller shall give the Administrator, each Purchaser Agent and the Servicer written notice in the form of Annex E (each, a “Paydown Notice”) (A) at least two Business Days prior to the date of such reduction for any reduction of the Aggregate Capital less than or equal to $20,000,000 (or such greater amount as agreed to by the Administrator and the Majority Purchaser Agents) and (B) at least five Business Days prior to the date of such reduction for any reduction of the Aggregate Capital greater than $20,000,000, and each such Paydown Notice shall include, among other things, the amount of such proposed reduction and the proposed date on which such reduction will commence; (ii) on the proposed date of the commencement of such reduction and on each day thereafter, the Servicer shall cause Collections not to be reinvested until the amount thereof not so reinvested shall equal the desired amount of reduction; and (iii) the Servicer shall hold such Collections in trust for the benefit of each Purchaser ratably according to its Capital, for payment to each Lender and other Credit Party such Purchaser (ratably, based or its related Purchaser Agent for the benefit of such Purchaser) on the next Settlement Date (or such other date as agreed to by the Administrator) with respect to any Portions of Capital maintained by such Purchaser immediately following the related current Yield Period, and the Aggregate Capital (together with the Capital of any related Purchaser) shall be deemed reduced in the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to be paid to such Lender and other Credit Party Purchaser (or its related Purchaser Agent for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect benefit of such payments)Purchaser) only when in fact finally so paid; provided, plus, if applicable, that: (A) the amount of any such Interestreduction shall be not less than $1,000,000 or an integral multiple of $100,000 in excess thereof (to be applied pro rata in accordance with the Aggregate Capital outstanding) and, Fees on and Breakage Fees after August 29, 2008, the entire Aggregate Capital after giving effect to such reduction shall be not less than $75,000,000 and the Purchased Interest shall not exceed 100%; and (including B) with respect to any additional amounts or indemnified amounts payable under Sections 4.03 Portion of Capital, the Seller shall choose a reduction amount, and 11.01 in respect the date of such payments) payable for any prior Interest Period commencement thereof, so that to the extent practicable such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth reduction shall commence and conclude in clause (x), (y) or (z) below, as applicable:the same Yield Period.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control Collection of the Collection Accounts Pool Receivables shall be administered by the Servicer in accordance with the terms of this Agreement. The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of any Termination Day and current computations of the Purchased Interest. (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or Servicer or an Originator (including pursuant to Section 8.03, 1.8 of the Servicer shall Purchase and Sale Agreement): (i) set aside and hold in trust (and, at the request of the Administrator, segregate) for the benefit Issuer, out of the Secured Parties percentage of such Collections represented by the Purchased Interest, first an amount equal to the Discount accrued through such day for each Portion of Capital and not previously set aside and second, to the extent funds are available therefor, an amount equal to the Servicing Fee accrued through such day for the Purchased Interest and not previously set aside; and (orii) subject to Section 1.4(f), if so requested such day is not a Termination Day, remit to the Seller, on behalf of the Issuer, the remainder of the percentage of such Collections, represented by the Administrative Agent during an Event Purchased Interest, to the extent representing a return of DefaultCapital; such Collections shall be automatically deemed reinvested in Pool Receivables, and in the Related Security and Collections and other proceeds with respect thereto, and the Purchased Interest shall be automatically recomputed pursuant to Section 1.3; (iii) if such day is a Termination Day, set aside, segregate and hold in a separate account designated trust for the Issuer the entire remainder of the percentage of the Collections represented by the Administrative AgentPurchased Interest; provided that if amounts are set aside and held in trust on any Termination Day and thereafter, which shall be an account maintained and controlled the conditions set forth in Section 2 of Exhibit II are satisfied or are waived by the Administrative Agent unless Administrator, such previously set aside amounts shall, to the Administrative Agent otherwise instructs in its sole discretion)extent representing a return of Capital, for application be reinvested in accordance with the priority preceding paragraph (ii) on the day of payments set forth below, all Collections on Pool Receivables that such subsequent satisfaction or waiver of conditions; and (iv) during such times as amounts are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer may release required to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date be reinvested in accordance with the terms foregoing paragraph (ii) or the proviso to paragraph (iii), release to the Seller (subject to Section 1.4(f)) for its own account any Collections in excess of (x) such amounts, (y) the amounts that are required to be set aside pursuant to paragraph (i) above and (z) any other obligations of the Sale Seller hereunder which are then due and Contribution Agreement owing. (c) The Servicer shall deposit into the Administration Account, on the last day of each Settlement Period relating to a Portion of Capital (or at such other times as the Administrator shall require upon the occurrence and during the continuation of (i) any Unmatured Termination Event or Termination Event or (ii) amounts owing by at any time when the Borrower Rated Long Term Debt of Solectron is not rated at least Investment Grade or (iii) any event that materially and adversely affects the Servicer's ability to perform its obligations hereunder or the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control collectibility of the Receivables), Collections Accounts held for the Issuer pursuant to Section 8.031.4(b)(i) or Section 1.4(f) with respect to such Portion of Capital and the lesser of (x) the amount of Collections then held for the Issuer pursuant to Section 1.4(b)(iii) and (y) such Portion of Capital. (d) Upon receipt of funds deposited into the Administration Account pursuant to Section 1.4(c) with respect to any Portion of Capital, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute Administrator shall cause such Collections in the following order of priorityfunds to be distributed as follows: (i) firstif such distribution occurs on a day that is not a Termination Day, first to the Issuer (x) in payment in full of all accrued Discount with respect to such Portion of Capital and (y) as a reduction of such Portion of Capital pursuant to Section 1.4(f), if applicable, and second, from amounts set aside in respect of the Servicing Fee pursuant to Section 1.4(b)(i), to the Servicer for (payable in arrears on the last day of each calendar month) in payment in full of accrued Servicing Fees so set aside with respect to such Portion of Capital; and (ii) if such distribution occurs on a Termination Day, first to the Issuer in payment in full of all accrued Discount with respect to such Portion of Capital, second to the Issuer in payment in full of such Portion of Capital, third, if the Servicer is not Solectron or an Affiliate thereof, to the Servicer in payment in full of all accrued Servicing Fees with respect to such Portion of Capital, fourth, if the Capital and accrued Discount with respect to each Portion of Capital has been reduced to zero, and all accrued Servicing Fees payable to the Servicer (if other than Solectron or an Affiliate thereof) have been paid in full, to the Issuer, the Administrator and any other Indemnified Party or Affected Person in payment in full of any other amounts owed thereto by the Seller hereunder and then to the Servicer (if Solectron or an Affiliate thereof) in payment in full of all accrued Servicing Fees. After the Capital and Discount and Servicing Fees with respect to the Purchased Interest, and any other amounts payable by the Seller to the Issuer, the Administrator or any other Indemnified Party or Affected Person hereunder, have been paid in full, all additional Collections with respect to the Purchased Interest shall be paid to the Seller for its own account. (e) For the immediately preceding Interest Period purposes of this Section 1.4: (plusi) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, if applicablerejected, returned, repossessed goods or services, or any discount or other adjustment made by the Seller, or any setoff or dispute between the Seller and an Obligor, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer)reduction or adjustment; (ii) secondif on any day any of the representations or warranties in paragraphs (h) or (o) of Exhibit III is not true with respect to any Pool Receivable, the Seller shall be deemed to each Lender have received on such day a Collection of such Pool Receivable in full; (iii) except as provided in paragraph (i) or (ii) of this Section 1.4(e), or as otherwise required by applicable law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (iv) if and other Credit Party to the extent the Administrator or the Issuer shall be required for any reason to pay over to an Obligor (ratablyor any trustee, based receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Administrator or the Issuer, as the case may be, shall have a claim against the Seller for such amount, payable immediately. (f) If at any time the Seller shall wish to cause the reduction of a Portion of Capital (but not to commence the liquidation, or reduction to zero, of the entire Capital of the Purchased Interest), the Seller may do so as follows: (i) the Seller shall give the Administrator at least five Business Days' prior written notice thereof (including the amount of such proposed reduction and the proposed date on which such reduction will commence), (ii) on the amount then due proposed date of commencement of such reduction and owing)on each day thereafter, all accrued and unpaid Interest, Fees and Breakage Fees due the Servicer shall cause Collections with respect to such Lender and other Credit Party Portion of Capital not to be reinvested pursuant to Section 1.4(b)(ii) until the amount thereof not so reinvested shall equal the desired amount of reduction, and (iii) the Servicer shall hold such Collections in trust for the immediately preceding Interest Issuer, for payment to the Administrator on the last day of the current Settlement Period (including any additional amounts or indemnified amounts payable under Sections 4.03 relating to such Portion of Capital, and 13.01 the applicable Portion of Capital shall be deemed reduced in respect of such payments), plus, if applicable, the amount to be paid to the Administrator only when in fact finally so paid; provided that, A. the amount of any such Interestreduction shall be not less than $1,000,000 and shall be an integral multiple of $100,000, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 the entire Capital of the Purchased Interest after giving effect to such reduction shall be not less than $10,000,000 and 11.01 shall be in respect an integral multiple of such payments) payable for any prior Interest Period $1,000,000, B. the Seller shall choose a reduction amount, and the date of commencement thereof, so that to the extent practicable such amount has not been distributed reduction shall commence and conclude in the same Fixed Period, and C. if two or more Portions of Capital shall be outstanding at the time of any proposed reduction, such proposed reduction shall be applied, unless the Seller shall otherwise specify in the notice given pursuant to such Lender or Credit Party; (iii) third, as set forth in clause (xSection 1.4(f)(i), (y) or (z) below, as applicable:to the Portion of Capital with the shortest remaining Fixed Period.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control The collection of the Collection Accounts pursuant to Section 8.03, Pool Receivables shall be administered by the Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of Default, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with this Agreement and the priority Intercreditor Agreement. The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of payments set forth belowthe occurrence of any Amortization Day and current computations of the Purchaser’s Interest. (b) The Servicer shall, all on each Business Day on which Collections on of Pool Receivables that are actually received (or deemed received) by the Seller or Servicer or are deposited into the Borrower or received in any Lock-Box or Collection Account; providedAccounts, however, that so long as each of the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer may release to the Borrower from deposit all such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Sale into a Collection Account and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute allocate such Collections in the following order of priority: (i) The Servicer shall set aside and hold in trust (by book entry or otherwise or, if so requested by the Administrative Agent, segregated in a separate account approved by the Administrative Agent) for the benefit of each Purchaser (or, in the case of amounts described in clause (A), the Servicer), out of such Collections, the following amounts in the following order of priority: (A) first, an amount equal to the excess of (x) the amount of any Servicing Fee that has accrued through such day and that remains unpaid over (y) the amount of Collections that have previously been set aside in order to pay such accrued and unpaid Servicing Fee; (B) second, ratably, (i) an amount equal to the excess of (x) the amount of any Aggregate Discount that has accrued through such day and that remains unpaid over (y) the amount of Collections that have previously been set aside in order to pay such accrued and unpaid Aggregate Discount, and (ii) an amount equal to the excess of (x) the amount of any LC Fee that has accrued through such day and that remains unpaid over (y) the amount of Collections that have previously been set aside in order to pay such accrued and unpaid LC Fee; (C) third, an amount equal to the excess of (x) the amount of any Yield Protection Fees that have accrued through such day and that remain unpaid over (y) the amount of Collections that have previously been set aside in order to pay such accrued and unpaid Yield Protection Fee; and (D) fourth, an amount equal to the excess of (x) the amount of any Fee Letter Fees (other than the LC Fee) that have accrued through such day and that remain unpaid over (y) the amount of Collections that have previously been set aside in order to pay such accrued and unpaid Fee Letter Fees (other than the LC Fee). (ii) If such day is an Amortization Day, the Servicer shall allocate, set aside, segregate and hold in trust (by book entry or otherwise or, if so requested by the Administrative Agent, segregated in a separate account approved by the Administrative Agent) for the benefit of the Purchasers, all remaining Collections. (iii) In the event that (a) any Conduit Purchaser has delivered a notice (a “Declining Notice”) to the Administrative Agent and the Servicer stating that it no longer wishes Collections with respect to any Portion of Capital funded or maintained by it to be reinvested pursuant to this Section 1.4(b) (a “Declining Purchaser”) and there is any outstanding Capital with respect to such Conduit Purchaser, or (b) the Scheduled Termination Date with respect to any Related Committed Purchaser has occurred (an “Exiting Purchaser”, and such Scheduled Termination Date, the “Exit Date”) and there is any outstanding Capital with respect to such Related Committed Purchaser, the Servicer shall allocate, set aside, segregate and hold in trust (by book entry or otherwise or, if so requested by the Administrative Agent, segregated in a separate account approved by the Administrative Agent) for the benefit of such Declining Purchaser or Exiting Purchaser, as applicable, all of such Purchaser’s ratable share of remaining Collections (based on the portion of the Aggregate Capital attributable to such Purchaser, provided, that solely for purposes of this subclause (iii), a Declining Purchaser’s Capital shall be deemed to remain constant from the date a Declining Notice is delivered the Administrative Agent and the Servicer, and an Exiting Purchaser’s Capital shall be deemed to remain constant from its Scheduled Termination Date, in each case until the date on which sufficient amounts have been set aside for the benefit of such Declining Purchaser or Exiting Purchaser, as applicable, in order to reduce such Purchaser’s Capital to zero) up to the amount necessary to reduce such Purchaser’s Capital to zero on the next Settlement Date; provided that, in the event that any such Collections are so set aside for the benefit of a Declining Purchaser or Exiting Purchaser and, prior to the distribution of such Collections to such Declining Purchaser or Exiting Purchaser on the related Settlement Date, such Purchaser ceases to be a Declining Purchaser or Exiting Purchaser, as applicable, such Collections shall be reinvested pursuant to subclause (iv) below. (iv) Subject to Section 1.4(f), any remaining Collections shall be remitted to the Seller, on behalf of each Purchaser (ratably, according to each Purchaser’s Capital). Such remainder shall, to the extent representing a return of the Aggregate Capital, be reinvested automatically in Pool Receivables, and in the Related Security, Collections and other proceeds with respect thereto; provided, however, that if the Purchaser’s Interest would exceed 100% after giving effect to any such reinvestment, then the Servicer shall instead set aside and hold in trust for the benefit of the Purchasers (by book entry or otherwise or, if so requested by the Administrative Agent, segregated in a separate account approved by the Administrative Agent) the portion of such Collections that shall equal the amount necessary to reduce the Purchaser’s Interest to 100%. (c) On each Settlement Date, the Servicer shall, in accordance with the priorities set forth in Section 1.4(d) below, allocate the Collections that have been retained pursuant to clause (b), (f) and (g) of Section 1.4 during the Settlement Period relating to such Settlement Date, and any such Collections that are allocated to a Purchaser in accordance therewith shall (i) be deposited on such Settlement Date into such Purchaser’s account (as specified in Schedule VII, as such Schedule VII may be modified from time to time by the Administrative Agent by reasonable notice to the Seller and the Servicer), or (ii) be paid to the Administrative Agent in accordance with Section 1.5, as applicable. Notwithstanding the foregoing, if such day is not an Amortization Day and the Administrative Agent has not notified the Servicer that such right is revoked, the Servicer may pay itself the portion of the Collections set aside pursuant to subclause (b)(i)(A). Within two Business Days of the last day of each Yield Period, the Administrative Agent will notify the Servicer of the amount of the Discount accrued with respect to each such Portion of Capital during such related Yield Period or portion thereof. (d) On each Settlement Date, the Servicer shall distribute the amounts described in Section 1.4(c) as follows: (i) The amounts retained pursuant to Sections 1.4(b)(i) during the related Settlement Period shall be distributed in the following order of priority: (A) first, if the Servicer has set aside amounts pursuant to subclause (b)(i)(A) above and has not paid itself such amounts pursuant to clause (c) above, to the Servicer’s own account in payment of any accrued and unpaid Servicing Fees owing to the Servicer as of the last day of the related Settlement Period; (B) second, ratably, (x) to each Purchaser pro rata (based on the Discount owing to the Purchasers on such Settlement Date), the Discount that accrued on such Purchaser’s Portions of Capital prior to or during the related Settlement Period and that remains unpaid as of such Settlement Date, and (y) to the LC Bank, any LC Fee that accrued prior to or during the related Settlement Period and that remains unpaid as of such Settlement Date; (C) third, to each Purchaser pro rata (based on the Yield Protection Fees owing to the Purchasers on such Settlement Date), the Yield Protection Fees that accrued with respect to such Purchaser prior to or during the related Settlement Period and that remain unpaid as of such Settlement Date; and (D) fourth, to each Purchaser and the Administrative Agent pro rata (based on the Fee Letter Fees (other than the LC Fee) owing to the Purchasers and the Administrative Agent on such Settlement Date), the Fee Letter Fees (other than the LC Fee) that accrued prior to or during the related Settlement Period and that remain unpaid as of such Settlement Date; and (ii) Any amounts that were set aside during the related Settlement Period pursuant to subclause (b)(ii) or the proviso in clause (b)(iv) shall be distributed in the following order of priority: (A) first, to the Servicer LC Collateral Account for the payment benefit of the accrued Servicing Fees payable Administrative Agent (for the immediately preceding Interest Period benefit of the LC Bank and the Related Committed Purchasers), (plus, x) if applicablesuch distribution occurs on an Amortization Day, the amount necessary to cause the LC Participation Adjusted Amount to equal zero, and (y) otherwise, the lesser of Servicing Fees payable for any prior (I) the amount necessary to cause the LC Participation Adjusted Amount to equal zero and (II) the amount necessary to reduce the Purchaser’s Interest Period to 100% (after giving effect to such distribution to the extent LC Collateral Account); (B) second, to the Purchasers pro rata (based upon the outstanding Capital with respect to each such Purchaser) as payment in respect of outstanding Capital, (x) if such distribution occurs on an Amortization Day, the amount necessary to reduce such Purchasers’ Capital to zero and (y) otherwise, the lesser of (I) the amount necessary to reduce such Purchasers’ Capital to zero and (II) the amount necessary to reduce the Purchaser’s Interest to 100% (after giving effect to the distribution of such amount has not to the Purchasers and any distributions in the subclauses above); (C) third, to the Purchasers, the Administrative Agent and any other Indemnified Party or Affected Person pro rata (based on the amounts payable to each such Person pursuant this clause third), any other amounts owed to such Persons by the Seller hereunder; and (D) fourth, any remaining Collections shall be paid to the Seller for its own account. (iii) Any amounts that have been set aside during the related Settlement Period pursuant to subclause (b)(iii) for the benefit of any Exiting Purchaser or Declining Purchaser and that remain available to be paid to such Existing Purchaser or Declining Purchaser shall be distributed to such Exiting Purchaser or Declining Purchaser. (iv) Any remaining Collections shall be paid to the Servicer)Seller for its own account. (e) For the purposes of this Section 1.4: (i) in the event that any Net Reduction Amount is paid in cash by any Originator pursuant to Section 3.3 of the Sale Agreement, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such Net Reduction Amount and shall promptly (and in any event within three Business Days) pay such Net Reduction Amount to a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Purchasers and their assigns and for application pursuant to Section 1.4; (ii) secondin the event that any Repurchase Price is paid in cash by any Originator pursuant to Section 3.3 of the Sale Agreement in respect of any Pool Receivable, the Seller shall be deemed to each Lender and other Credit Party (ratably, based have received on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to date of such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 payment a Collection in respect of such paymentsPool Receivable in the amount of such payment and shall promptly (and in any event within two Business Days of receipt thereof) deposit such amounts into the Collection Account for the benefit of the Purchasers and their assigns and for application pursuant to this Section 1.4 (Collections deemed to have been received pursuant to subclause (i) or (ii) of this clause (e) are hereinafter sometimes referred to as “Deemed Collections”); (iii) except as provided in clause (i) or (ii) above or as otherwise required by applicable law or the relevant Contract, all Collections received from an Obligor of any Pool Receivable shall be applied to the Pool Receivables of such Obligor in the order of the age of such Pool Receivables, starting with the oldest such Pool Receivable, unless such Obligor designates in writing its payment for application to specific Pool Receivables; and (iv) if and to the extent the Administrative Agent or any Purchaser shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder and pays over such amount, such amount shall be deemed not to have been so received by such Person but rather to have been retained by the Seller and, accordingly, such Person shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (f) If at any time the Seller shall wish to cause the reduction of Aggregate Capital (but not to commence the liquidation, or reduction to zero, of the entire Aggregate Capital), plusthe Seller may do so as follows: (i) the Seller shall give the Administrative Agent and the Servicer written notice in substantially the form of Annex D (each, if applicablea “Paydown Notice”) at least two Business Days prior to the date of such reduction, which notice shall include the amount of such proposed reduction and the proposed date on which such reduction will commence; (ii) on the proposed date of commencement of such reduction and on each day thereafter, the Servicer shall retain (as directed by the Seller) (i) all or a portion of the Collections that would otherwise be available to be reinvested pursuant to the terms hereof and (ii) any other amounts that do not constitute Collections that the Seller allocates for such purpose until the aggregate amount so retained is equal to the desired amount of reduction; and (iii) the Servicer shall hold such Collections and other amounts in trust for the benefit of each Purchaser, and on the next Settlement Date (or such other date as agreed to by the Administrative Agent) such Collections and other amounts shall be paid ratably (based on the Capital of each Purchaser on such Settlement Date) to each Purchaser in order to reduce the Aggregate Capital. Any such Collections that are so allocated to a Purchaser shall be deposited into such Purchaser’s account, as specified in Schedule VII hereto (as such Schedule VII may be modified from time to time by the Administrative Agent by reasonable notice to the Seller and the Servicer), provided, that the amount of any such Interestreduction shall be not less than $5,000,000 and shall be an integral multiple of $1,000,000, Fees and Breakage Fees the entire Aggregate Capital after giving effect to such reduction shall be not less than $5,000,000 (unless the Aggregate Capital shall have been reduced to zero). (g) If on any day the LC Collateral Amount exceeds the sum of the LC Participation Amount and the amount of any outstanding Participation Advances (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect Discount accrued thereon) (the “LC Obligations”), the Servicer shall, on the written request of such payments) payable for any prior Interest Period the Seller (which request shall be copied to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (xAdministrative Agent), (yon the next Settlement Date withdraw funds on deposit in the LC Collateral Account up to an amount necessary to reduce the LC Collateral Amount to equal the LC Obligations, and allocate such funds pursuant to Section 1.4(d) or (z) below, on such Settlement Date as applicable:Collections hereunder.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control Collection of the Collection Accounts pursuant Pool Receivables shall be administered by a Servicer, in accordance with the terms of Article VI of this Agreement. The Seller shall provide to Section 8.03, the Servicer shall (if other than the Seller) on a timely basis all information needed for such administration, including notice of the occurrence of any Liquidation Day and current computations of each Receivable Interest. (b) The Servicer shall, on each day on which Collections of Pool Receivables are received by it: (i) with respect to each Receivable Interest, set aside and hold in trust (but not physically segregate) for the benefit Investors or the Banks that hold such Receivable Interest, out of the percentage of such Collections represented by such Receivable Interest, an amount equal to the Yield, Fees and Servicer Fee (and, during the Term Period, an amount equal to the Excess Interest in respect of all Cash Secured Parties Advances) accrued through such day for such Receivable Interest and not previously set aside; (orii) with respect to each Receivable Interest, if so requested such day is not a Liquidation Day for such Receivable Interest, reinvest with the Seller on behalf of the Investors or the Banks that hold such Receivable Interest the percentage of such Collections represented by such Receivable Interest; (iii) if such day is a Liquidation Day for (x) any one or more (but not all) Receivable Interests, set aside and hold in trust (and, at the request of the Agent, segregate) for the Investors or the Banks that hold such Receivable Interests, the percentage of such Collections represented by such Receivable Interests, or (y) all of the Receivable Interests, set aside and hold in trust (and, at the request of the Agent, segregate) all of the remaining Collections received by the Administrative Agent during an Event Servicer on such date (but not in excess of Default, segregate in a separate account designated the Capital of such Receivable Interests and any other amounts payable by the Administrative Seller hereunder); provided that if amounts are set aside and held in trust on any Liquidation Day occurring prior to the Termination Date for the applicable Receivable Interest, and thereafter prior to the next occurring Settlement Date (Capital) the conditions set forth in Section 3.02 are satisfied or waived by the Agent, which shall such previously set aside amounts shall, to the extent representing a return of Capital, be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application reinvested in accordance with the priority preceding subsection (ii) on the day of payments such subsequent satisfaction or waiver of conditions; and (iv) during such times as amounts are required to be reinvested in accordance with the foregoing subsection (ii) or the proviso to subsection (iii), release to the Seller for its own account any Collections in excess both of such amounts and of the amounts that are required to be set forth belowaside pursuant to subsection (i) above. (c) [Intentionally Omitted]. (d) The Servicer shall deposit into the Agent’s Account, (i) on the Settlement Date (Yield and Fees) for each Receivable Interest, Collections held for the Investors or the Banks with respect to Yield, Fees, Excess Interest and other amounts (other than Capital) that relate to such Receivable Interest pursuant to Section 2.04(b), (ii) on each Settlement Date (Capital) following delivery of a Seller Report which shows that (x) the outstanding Capital plus Total Reserves exceeded (y) the product of the Maximum Percentage Factor multiplied by the Net Receivables Pool Balance (as of the related Reporting Date), all other Collections on Pool Receivables that are actually received by held for the Servicer Investors or the Borrower or received in any Lock-Box or Collection AccountBanks pursuant to clause (iii) of Section 2.04(b); provided, however, that so long as each the aggregate amount deposited in the Agent’s Account pursuant to this clause (ii) with respect to any Seller Report shall not exceed an amount such that, after giving effect to the application of such amount to the reduction of Capital with respect to the Receivable Interests shown in that Seller Report, the sum of outstanding Capital plus the Total Reserves is equal to the product of the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased Maximum Percentage Factor multiplied by the Borrower Net Receivables Pool Balance, and (iii) on each Settlement Date (Capital) on which Collections are held for the Investors or the Banks pursuant to clause (iii) of Section 2.04(b), after giving effect to any deposits to be made on such date in accordance with pursuant to the terms of the Sale and Contribution Agreement or preceding clause (ii) amounts owing by of this Section 2.04(d), all such remaining Collections. (e) Upon receipt of funds deposited into the Borrower to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03Agent’s Account, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, Agent shall distribute such Collections in the following order of prioritythem as follows: (i) firstif such distribution occurs on a day that is not a Liquidation Day, first to the Investors, the Banks and, during any Term-Out Period, the Term-Out Banks that hold the relevant Receivable Interest and to the Agent in ratable payment in full of all accrued Yield and Fees and remaining unpaid accrued interest in respect of all Cash Secured Advances (pursuant to the last sentence of Section 2.15) and then to the Servicer for in payment in full of all accrued Servicer Fee; and (ii) if such distribution occurs on a Liquidation Day, first to the Investors or the Banks and/or Term-Out Banks that hold the relevant Receivable Interest and to the Agent in ratable payment in full of all accrued Yield and Fees and interest in respect of all Cash Secured Advances, second to such Investors or Banks in reduction to zero of all Capital, third to the Term-Out Banks in reduction to zero of the principal amount of all Cash Secured Advances remaining after application of the Cash Collateral in accordance with Section 2.17(d), fourth to the Investors, Banks, Term-out Banks or the Agent in payment of any other amounts owed by the Seller hereunder or under any other Transaction Document, and fifth to the Servicer in payment in full of all accrued Servicer Fee. After the payment in full of Capital, Yield, Fees and the Servicer Fee with respect to all Receivable Interests, and any other amounts payable by the Seller to the Investors, the Banks or the Agent hereunder or under any other Transaction Document, including, without limitation, any reimbursement obligations of the accrued Servicing Fees payable Seller with respect to any indemnity provided by the Agent under any Deposit Account Agreement or the Collateral Advance Account Agreement, all additional Collections with respect to the Receivable Interests shall be paid to the Seller for its own account. (f) For the immediately preceding Interest Period purposes of this Section 2.04: (plusi) if on any day any Pool Receivable becomes (in whole or in part) a Diluted Receivable, if applicable, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer)Diluted Receivable; (ii) secondif on any day any of the representations or warranties contained in Section 4.01(h) is no longer true with respect to any Pool Receivable, the Seller shall be deemed to each Lender and other Credit Party (ratably, based have received on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect day a Collection of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 Pool Receivable in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Partyfull; (iii) third, except as set forth provided in clause subsection (x), (yi) or (zii) belowof this Section 2.04(f), or as otherwise required by applicable law or the relevant Contract, all Collections received from an Obligor of any Receivables shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables; (iv) if and to the extent the Agent, the Investors or the Banks shall be required for any reason to pay over to an Obligor any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Agent, the Investors or the Banks, as applicable:the case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (g) Within one Business Day after the end of each Fixed Period in respect of which Yield is computed by reference to the Investor Rate, the Agent shall furnish the Seller with an invoice setting forth the amount of the accrued and unpaid Yield and Fees for such Fixed Period with respect to the Receivable Interests held by the Investors and the Banks. (h) All amounts payable by the Seller or the Servicer under this Agreement to the Agent for its own account or for the account of the Investor or the Banks shall be paid in Dollars. The purchase price for Receivable Interests and all other amounts payable by the Investor or the Banks under this Agreement shall be payable in Dollars.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during at any time that an Event of DefaultTermination shall have occurred that has not been waived in accordance with this Agreement, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower Seller or received in any Lock-Box or Collection Lock-Box Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such date, the Servicer may release to the Borrower Seller from such Collections the amount (if any) necessary to be applied to pay (i) the purchase price for Receivables purchased by the Borrower Seller on such date in accordance with the terms of the Purchase and Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Lock-Box Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Yield Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Yield Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender Purchaser and other Credit Purchaser Party (ratably, based on the amount then due and owing), all accrued and unpaid InterestYield, Fees and Breakage Fees due to such Lender Purchaser and other Credit Purchaser Party for the immediately preceding Interest Yield Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such InterestYield, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Yield Period to the extent such amount has not been distributed to such Lender Purchaser or Credit Purchaser Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower Seller or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such date, (A) the Servicer may release to the Borrower Seller from such Collections received on Unsold Receivables the amount (if any) necessary to pay (ix) the purchase price for Receivables purchased by the Borrower Seller on such date in accordance with the terms of the Purchase and Sale and Contribution Agreement or (iiy) amounts owing by the Borrower Seller to any Originator under any Intercompany Loan Agreement and (B) the Servicer may release to the Originators under Seller all or a portion of such Collections received on Sold Receivables in exchange for the Subordinated Loans Seller designating an equivalent amount (based on aggregate Outstanding Balances) of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section 2.01(e), which new Sold Receivables will be automatically and immediately sold by the Seller to the Administrative Agent (for the ratable benefit of the Purchasers) pursuant to Section 2.01(b) upon such release (each such releaserelease of Collections described in clauses (A) and (B) above, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Yield Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Yield Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender Purchaser and other Credit Purchaser Party (ratably, based on the amount then due and owing), all accrued and unpaid InterestYield, Fees and Breakage Fees due to such Lender Purchaser and other Credit Purchaser Party for the immediately preceding Interest Yield Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such InterestYield, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Yield Period to the extent such amount has not been distributed to such Lender Purchaser or Credit Purchaser Party; (iii) third, as set forth in clause (xa), (yb) or (zc) below, as applicable: (b) prior to the occurrence of the Termination Date : (I) first, to the extent that a Capital Coverage Deficit exists on such date, to the Purchasers (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the return of a portion of the outstanding Aggregate Capital at such time, in an aggregate amount equal to the amount necessary to reduce the Capital Coverage Deficit to zero ($0) and (II) second, to each LC Collateral Account (ratably based on the face amount of LCs issued by the applicable LC Bank), in reduction of the Adjusted LC Participation Amount, in an amount equal to the amount necessary (after giving effect to clause (I) above) to reduce the Capital Coverage Deficit to zero ($0); (c) on and after the occurrence of the Termination Date : (I) first, to each Purchaser (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the return in full of the aggregate outstanding Capital of such Purchaser at such time and (II) second, to the applicable LC Collateral Account (ratably based on the face amount of LCs issued by the applicable LC Bank) (A) the amount necessary to reduce the Adjusted LC Participation Amount to zero ($0) and (B) an amount equal to the LC Fee Expectation at such time; or (d) prior to the occurrence of the Termination Date, at the election of the Seller and in accordance with Section 2.02(d), to the return of all or any portion of the outstanding Capital of the Purchasers at such time (ratably, based on the aggregate outstanding Capital of each Purchaser at such time); (i) fourth, to the Purchaser Parties, the Affected Persons and the Seller Indemnified Parties (ratably, based on the amount due and owing at such time), for the payment of all other Seller Obligations then due and owing by the Seller to the Purchaser Parties, the Affected Persons and the Seller Indemnified Parties; and (ii) fifth, the balance, if any, to be paid to the Seller for its own account. Amounts payable pursuant to clauses first through fourth above shall be paid first from available Collections on Sold Receivables and other Sold Assets, and second, to the extent necessary in order to make all such payments in full, from Collections on Unsold Receivables and other Seller Collateral. The Seller’s right to receive payments (if any) from time to time pursuant to clause fifth above shall, to the extent arising from Collections on Sold Receivables, constitute compensation to the Seller for the Seller’s provision of the Seller Guaranty and the Purchaser Parties’ interests in the Seller Collateral. (e) All payments or distributions to be made by the Servicer, the Seller and any other Person to the Purchasers (or their respective related Affected Persons and the Seller Indemnified Parties), the XX Xxxxx and the LC Participants hereunder shall be paid or distributed to the related Group Agent at its Group Agent’s Account. Each Group Agent, upon its receipt in the applicable Group Agent’s Account of any such payments or distributions, shall distribute such amounts to the applicable Purchasers, the XX Xxxxx, the LC Participants, Affected Persons and the Seller Indemnified Parties within its Group ratably; provided that if such Group Agent shall have received insufficient funds to pay all of the above amounts in full on any such date, such Group Agent shall pay such amounts to the applicable Purchasers, the XX Xxxxx, LC Participants, Affected Persons and the Seller Indemnified Parties within its Group in accordance with the priority of payments forth above, and with respect to any such category above for which there are insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to each such Person in such Group) among all such Persons in such Group entitled to payment thereof. (f) If and to the extent the Administrative Agent, any Purchaser Party, any Affected Person or any Seller Indemnified Party shall be required for any reason to pay over to any Person (including any Obligor or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Administrative Agent, such Purchaser Party, such Affected Person or such Seller Indemnified Party, as the case may be, shall have a claim against the Seller for such amount. (g) For the purposes of this Section 4.01: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any Dilution, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction or adjustment and shall on the second Business Day following knowledge of such Dilution pay any and all such amounts in respect thereof to a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Purchaser Parties for application pursuant to Section 4.01(a); (ii) if on any day any of the representations or warranties in Sections 7.01(p), (u), or (r) is not true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in full and shall on the second Business Day following knowledge thereof pay the amount of such deemed Collection to a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Purchaser Parties for application pursuant to Section 4.01(a) (Collections deemed to have been received pursuant to Section 4.01(d) are hereinafter sometimes referred to as “Deemed Collections”); (iii) except as provided in clauses (i) or (ii) above or otherwise required by Applicable Law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (iv) if and to the extent the Administrative Agent, any Purchaser Party, any Affected Person or any Seller Indemnified Party shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by such Person but rather to have been retained by the Seller and, accordingly, such Person shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower Seller or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such date, (A) the Servicer may release to the Borrower Seller from such Collections received on Unsold Receivables the amount (if any) necessary to pay (ix) the purchase price for Receivables purchased by the Borrower Seller on such date in accordance with the terms of the Purchase and Sale and Contribution Agreement or (iiy) amounts owing by the Borrower Seller to any Originator under any Intercompany Loan Agreement and (B) the Servicer may release to the Originators under Seller all or a portion of such Collections received on Sold Receivables in exchange for the Subordinated Loans Seller designating an equivalent amount (based on aggregate Outstanding Balances) of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section 2.01(e), which new Sold Receivables will be automatically and immediately sold by the Seller to the Administrative Agent (for the ratable benefit of the Purchasers) pursuant to Section 2.01(b) upon such release (each such releaserelease of Collections described in clauses (A) and (B) above, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Yield Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Yield Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender Purchaser and other Credit Purchaser Party (ratably, based on the amount then due and owing), all accrued and unpaid InterestYield, Fees and Breakage Fees due to such Lender Purchaser and other Credit Purchaser Party for the immediately preceding Interest Yield Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such InterestYield, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Yield Period to the extent such amount has not been distributed to such Lender Purchaser or Credit Purchaser Party; (iii) third, as set forth in clause (xa), (yb) or (zc) below, as applicable: (b) prior to the occurrence of the Termination Date : (I) first, to the extent that a Capital Coverage Deficit exists on such date, to the Purchasers (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the return of a portion of the outstanding Aggregate Capital at such time, in an aggregate amount equal to the amount necessary to reduce the Capital Coverage Deficit to zero ($0) and (II) second, to each LC Collateral Account (ratably based on the face amount of LCs issued by the applicable LC Bank), in reduction of the Adjusted LC Participation Amount, in an amount equal to the amount necessary (after giving effect to clause (I) above) to reduce the Capital Coverage Deficit to zero ($0); (c) on and after the occurrence of the Termination Date : (I) first, to each Purchaser (ratably, based on the aggregate outstanding Capital of each Purchaser at such time) for the return in full of the aggregate outstanding Capital of such Purchaser at such time and (II) second, to the applicable LC Collateral Account (ratably based on the face amount of LCs issued by the applicable LC Bank) (A) the amount necessary to reduce the Adjusted LC Participation Amount to zero ($0) and (B) an amount equal to the LC Fee Expectation at such time; or (d) prior to the occurrence of the Termination Date, at the election of the Seller and in accordance with Section 2.02(d), to the return of all or any portion of the outstanding Capital of the Purchasers at such time (ratably, based on the aggregate outstanding Capital of each Purchaser at such time); (i) fourth, to the Purchaser Parties, the Affected Persons and the Seller Indemnified Parties (ratably, based on the amount due and owing at such time), for the payment of all other Seller Obligations then due and owing by the Seller to the Purchaser Parties, the Affected Persons and the Seller Indemnified Parties; and (ii) fifth, the balance, if any, to be paid to the Seller for its own account. Amounts payable pursuant to clauses first through fourth above shall be paid first from available Collections on Sold Receivables and other Sold Assets, and second, to the extent necessary in order to make all such payments in full, from Collections on Unsold Receivables and other Seller Collateral. The Seller’s right to receive payments (if any) from time to time pursuant to clause fifth above shall, to the extent arising from Collections on Sold Receivables, constitute compensation to the Seller for the Seller’s provision of the Seller Guaranty and the Purchaser Parties’ interests in the Seller Collateral. (e) All payments or distributions to be made by the Servicer, the Seller and any other Person to the Purchasers (or their respective related Affected Persons and the Seller Indemnified Parties), the LX Xxxxx and the LC Participants hereunder shall be paid or distributed to the related Group Agent at its Group Agent’s Account. Each Group Agent, upon its receipt in the applicable Group Agent’s Account of any such payments or distributions, shall distribute such amounts to the applicable Purchasers, the LX Xxxxx, the LC Participants, Affected Persons and the Seller Indemnified Parties within its Group ratably; provided that if such Group Agent shall have received insufficient funds to pay all of the above amounts in full on any such date, such Group Agent shall pay such amounts to the applicable Purchasers, the LX Xxxxx, LC Participants, Affected Persons and the Seller Indemnified Parties within its Group in accordance with the priority of payments forth above, and with respect to any such category above for which there are insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to each such Person in such Group) among all such Persons in such Group entitled to payment thereof. (f) If and to the extent the Administrative Agent, any Purchaser Party, any Affected Person or any Seller Indemnified Party shall be required for any reason to pay over to any Person (including any Obligor or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Administrative Agent, such Purchaser Party, such Affected Person or such Seller Indemnified Party, as the case may be, shall have a claim against the Seller for such amount. (g) For the purposes of this Section 4.01: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any Dilution, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction or adjustment and shall on the second Business Day following knowledge of such Dilution pay any and all such amounts in respect thereof to a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Purchaser Parties for application pursuant to Section 4.01(a); (ii) if on any day any of the representations or warranties in Sections 7.01(p), (u), or (r) is not true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in full and shall on the second Business Day following knowledge thereof pay the amount of such deemed Collection to a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Purchaser Parties for application pursuant to Section 4.01(a) (Collections deemed to have been received pursuant to Section 4.01(d) are hereinafter sometimes referred to as “Deemed Collections”); (iii) except as provided in clauses (i) or (ii) above or otherwise required by Applicable Law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (iv) if and to the extent the Administrative Agent, any Purchaser Party, any Affected Person or any Seller Indemnified Party shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by such Person but rather to have been retained by the Seller and, accordingly, such Person shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03Accounts, the Servicer Servicers shall set aside and hold in trust for the Administrative Agent, for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and and/or controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the a Servicer or the Borrower any SPV Entity or received in any Lock-Box or Collection Account; provided, however, (A) if the Administrative Agent has not taken dominion of the Collection Accounts, that so long as each of the conditions precedent set forth in Section 5.03 are satisfied on such date, the applicable Servicer may (x) release to the Borrower applicable SPV Entity from such Collections received on Pledged Collateral the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower such SPV Entity on such date in accordance with the terms of the Sale and Contribution First Tier Transfer Agreement, the Canadian Transfer Agreement, the UK Transfer Agreement or the Swiss Transfer Agreement, as applicable and (iiy) amounts owing release to the Seller all or a portion of Collections received on Sold Assets in exchange for the Seller designating an equivalent amount (based on aggregate Outstanding Balances) of Unsold Receivables as new Sold Receivables on Seller’s books and records pursuant to Section 2.01(e), which new Sold Receivables will be automatically and immediately sold by the Borrower Seller to the Originators under Administrative Agent (for the Subordinated Loans ratable benefit of the Purchasers) pursuant to Section 2.01(b) upon such release (each such releaserelease of Collections described in clauses (x) and (y) above, a “Release”) and (B) if the Administrative Agent has taken dominion of the Collection Accounts in accordance with the terms of this Agreement, any such Release shall be made only in accordance with Section 8.03(c). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer Servicers (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, shall distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control The collection of the Collection Accounts pursuant Pool Receivables shall be administered by the Servicer in accordance with this Agreement and applicable regulatory law. The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of any Termination Day and current computations of the Purchased Interest. (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or the Servicer: (i) set aside and hold in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator) for the benefit of each Purchaser Group, out of such Collections, first, an amount equal to the Aggregate Discount accrued through such day for each Portion of Capital and not previously set aside, second, an amount equal to the fees set forth in each Purchaser Group Fee Letter accrued and unpaid through such day, and third, to the extent funds are available therefor, an amount equal to the aggregate Purchasers’ Share of the Servicing Fee accrued through such day and not previously set aside, (ii) subject to Section 8.031.4(f), if such day is not a Termination Day, remit to the Seller, ratably, on behalf of each Purchaser Group, the remainder of such Collections. Such remainder shall, to the extent representing a return on the Aggregate Capital, ratably, according to each Purchaser’s Capital, be automatically reinvested in Pool Receivables, and in the Related Security, Collections and other proceeds with respect thereto; provided, however, that if the Purchased Interest would exceed 100%, then the Servicer shall not reinvest, but shall set aside and hold in trust for the benefit of the Secured Parties Purchasers (orand shall, if so requested by at the Administrative Agent during an Event request of Defaultthe Administrator, segregate in a separate account designated approved by the Administrative Administrator) a portion of such Collections that, together with the other Collections set aside pursuant to this paragraph, shall equal the amount necessary to reduce the Purchased Interest to 100%, which amount shall be deposited ratably to each Purchaser Agent’s account (for the benefit of its related Purchasers) on the next Settlement Date in accordance with Section 1.4(c); provided, further, that (x) in the case of any Purchaser that is a Conduit Purchaser, if such Conduit Purchaser has provided notice (a “Declining Notice”) to its Purchaser Agent, the Administrator, and the Servicer that such Purchaser (a “Declining Conduit Purchaser”) no longer wishes Collections with respect to any Portion of Capital funded or maintained by such Conduit Purchaser to be reinvested pursuant to this clause (ii), and (y) in the case of any Purchaser with respect to which the Purchaser Termination Date has occurred (an “Exiting Purchaser”) then in either case (x) or (y), above, such Collections shall not be reinvested and shall instead be held in trust for the benefit of such Purchaser and applied in accordance with clause (iii), below. (iii) if such day is a Termination Day (or any day following the provision of a Declining Notice or the occurrence of the Purchaser Termination Date with respect to any Purchaser), set aside, segregate and hold in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator) for the benefit of each Purchaser Group the entire remainder of the Collections (or in the case of a Declining Conduit Purchaser or an Exiting Purchaser an amount equal to such Declining Conduit Purchaser’s or Exiting Purchaser’s ratable share of such Collections based on its Capital; provided, that solely for the purpose of determining such Declining Conduit Purchaser’s or Exiting Purchaser’s ratable share of such Collections, such Declining Conduit Purchaser’s or Exiting Purchaser’s Capital shall be an deemed to remain constant from the date of the provision of a Declining Notice or the occurrence of the Purchaser Termination Date with respect to such Purchaser, as the case may be, until the date such Declining Conduit Purchaser’s or Exiting Purchaser’s Capital has been paid in full; it being understood that if such day is also a Termination Day, such Declining Conduit Purchaser’s or Exiting Purchaser’s Capital shall be recalculated taking into account maintained amounts received by such Purchaser in respect of this parenthetical and controlled thereafter Collections shall be set aside for such Purchaser ratably in respect of its Capital (as recalculated)); provided, that if amounts are set aside and held in trust on any Termination Day (or any day following the provision of a Declining Notice or the occurrence of the Purchaser Termination Date with respect to any Purchaser) and, thereafter, the conditions set forth in Section 2 of Exhibit II or giving rise to the related Facility Termination Date are satisfied or cured or waived by the Administrative Majority Purchaser Agents (or in the case of a Declining Notice or the occurrence of the Purchaser Termination Date with respect to any Purchaser, such Declining Notice or occurrence of the Purchaser Termination Date with respect to such Purchaser, as the case may be, has been revoked by the related Declining Conduit Purchaser or waived by the related Exiting Purchaser, as the case may be, and written notice thereof has been provided to the Administrator, the related Purchaser Agent unless and the Administrative Agent otherwise instructs in its sole discretionServicer), such previously set-aside amounts shall, to the extent representing a return on Aggregate Capital (or the Capital of the Declining Conduit Purchaser or Exiting Purchaser, as the case may be) and ratably in accordance with each Purchaser’s Capital, be reinvested in accordance with clause (ii) on the day of such subsequent satisfaction, cure or -5- waiver of conditions or revocation of Declining Notice or waiver of such Purchaser Termination Date, as the case may be, and (iv) release to the Seller (subject to Section 1.4(f)) for application its own account any Collections in excess, if any, of: (x) amounts required to be reinvested in accordance with clause (ii) or the proviso to clause (iii) plus (y) the amounts that are required to be set aside pursuant to clause (i), the proviso to clause (ii) and clause (iii) plus (z) the Seller’s Share of the Servicing Fee accrued and unpaid through such day and all reasonable and appropriate out-of-pocket costs and expenses of the Servicer for servicing, collecting and administering the Pool Receivables. (c) The Servicer shall, in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent priorities set forth in Section 5.03 are satisfied 1.4(d), below, deposit into each applicable Purchaser Agent’s account (or such other account designated by such applicable Purchaser or its Purchaser Agent), on each Settlement Date in the case of Collections held for each Purchaser with respect to such datePurchaser’s Portion(s) of Capital pursuant to clause (b)(i) or paragraph (f), the Servicer may release to the Borrower from such Collections plus the amount of Collections then held for the related Purchasers pursuant to clauses (b)(ii) and (iii) of this Section 1.4; provided, that if any) necessary to pay (i) Triumph or an Affiliate thereof is the purchase price for Receivables purchased by Servicer, such day is not a Termination Day and the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent Administrator has not taken exclusive dominion and control notified Triumph (or such Affiliate) that such right is revoked, Triumph (or such Affiliate) may retain the portion of the Collections Accounts set aside pursuant to Section 8.03, clause (b)(i) that represents the Servicer (or, following its assumption of exclusive dominion and control aggregate Purchasers’ Share of the Collection AccountsServicing Fee. (d) The Servicer shall distribute the amounts described (and at the times set forth) in Section 1.4(c), the Administrative Agent) shall, distribute such Collections in the following order of priorityas follows: (i) firstif such distribution occurs on a day that is not a Termination Day, first to each Purchaser Agent ratably according to the Discount accrued during the Yield Period ending on the Settlement Date on which such Discount is distributed (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of all accrued and unpaid Discount and Fees (other than Servicing Fees) with respect to each Portion of Capital maintained by such Purchasers; it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably according to Discount, and second, if the Servicer has set aside amounts in respect of the Purchasers’ Share of the Servicing Fee pursuant to clause (b)(i) and has not retained such amounts pursuant to paragraph (c), to the Servicer Servicer’s own account (payable in arrears on each Settlement Date) in payment in full of the aggregate of the Purchasers’ Share of accrued Servicing Fees so set aside, and (ii) if such distribution occurs on a Termination Day, first if Triumph or an Affiliate thereof is not the Servicer, to the Servicer’s own account in payment in full of the Purchasers’ Share of all accrued Servicing Fees, second to each Purchaser Agent ratably (based on the aggregate accrued and unpaid Discount and Fees (other than Servicing Fees) payable to all Purchasers at such time) (for the payment benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of all accrued Discount with respect to each Portion of Capital funded or maintained by the Purchasers within such Purchaser Agent’s Purchaser Group, third to each Purchaser Agent ratably according to the aggregate of the Capital of each Purchaser in each such Purchaser Agent’s Purchaser Group (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of each Purchaser’s Capital (or, if such day is not a Termination Day, the amount necessary to reduce the Purchased Interest to 100%); it being understood that each Purchaser Agent shall distribute the amounts described in the first and second clauses of this Section 1.4(d)(ii) to the Purchasers within its Purchaser Group ratably according to Discount and Capital, respectively, fourth, if the Aggregate Capital and accrued Aggregate Discount with respect to each Portion of Capital for all Purchaser Groups have been reduced to zero, and the Purchasers’ Share of all accrued Servicing Fees payable to the Servicer (if other than Triumph or an Affiliate thereof) have been paid in full, to each Purchaser Group ratably, based on the amounts then due and payable to each (for the immediately preceding benefit of the Purchasers within such Purchaser Group), the Administrator and any other Indemnified Party or Affected Person in payment in full of any other amounts then due and payable thereto by the Seller or Servicer hereunder and, fifth, to the Servicer’s own account (if the Servicer is Triumph or an Affiliate thereof) in payment in full of the aggregate of the Purchasers’ Share of all accrued Servicing Fees. After the Aggregate Capital, Aggregate Discount, fees payable pursuant to each Purchaser Group Fee Letter and Servicing Fees with respect to the Purchased Interest, and any other amounts payable by the Seller and the Servicer to each Purchaser Group, the Administrator, the Structuring Agent or any other Indemnified Party or Affected Person hereunder, have been paid in full, all additional Collections with respect to the Purchased Interest Period shall be paid to the Seller for its own account. (pluse) For the purposes of this Section 1.4: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, if applicablerejected, returned, repossessed or foreclosed goods or services, or any revision, cancellation, allowance, rebate, discount or other adjustment made by the Seller or any Affiliate of the Seller, or the Servicer or any Affiliate of the Servicer, or any setoff or dispute between the Seller or any Affiliate of the Seller, or the Servicer or any Affiliate of the Servicer and an Obligor, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of Servicing Fees payable such reduction or adjustment and shall immediately pay any and all such amounts in respect thereof to a Lock-Box Account for any prior Interest Period the benefit of the Purchasers and their assigns and for application pursuant to the extent such amount has not been distributed to the Servicer)this Section 1.4; (ii) secondif on any day any of the representations or warranties in Sections 1(j) or 3(a) of Exhibit III is not true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in full and shall immediately pay any and all such amounts to a Lock-Box Account (or as otherwise directed by the Administrator at such time) for the benefit of the Purchasers and their assigns and for application pursuant to this Section 1.4 (Collections deemed to have been received pursuant to clause (i) or (ii) of this paragraph (e) are hereinafter sometimes referred to as “Deemed Collections”); (iii) except as otherwise required by applicable law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (iv) if and to the extent the Administrator, any Purchaser Agent or any Purchaser shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by such Person but rather to have been retained by the Seller and, accordingly, such Person shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (f) If at any time the Seller shall wish to cause the reduction of Aggregate Capital (but not to commence the liquidation, or reduction to zero, of the entire Aggregate Capital) the Seller may do so as follows: (i) the Seller shall give the Administrator, each Purchaser Agent and the Servicer written notice in the form of Annex E (each, a “Paydown Notice”) (A) at least two Business Days prior to the date of such reduction for any reduction of the Aggregate Capital less than or equal to $20,000,000 (or such greater amount as agreed to by the Administrator and the Majority Purchaser Agents) and (B) at least five Business Days prior to the date of such reduction for any reduction of the Aggregate Capital greater than $20,000,000, and each such Paydown Notice shall include, among other things, the amount of such proposed reduction and the proposed date on which such reduction will commence; (ii) on the proposed date of the commencement of such reduction and on each day thereafter, the Servicer shall cause Collections not to be reinvested until the amount thereof not so reinvested shall equal the desired amount of reduction; and (iii) the Servicer shall hold such Collections in trust for the benefit of each Purchaser ratably according to its Capital, for payment to each Lender and other Credit Party such Purchaser (ratably, based or its related Purchaser Agent for the benefit of such Purchaser) on the next Settlement Date (or such other date as agreed to by the Administrator) with respect to any Portions of Capital maintained by such Purchaser immediately following the related current Yield Period, and the Aggregate Capital (together with the Capital of any related Purchaser) shall be deemed reduced in the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to be paid to such Lender and other Credit Party Purchaser (or its related Purchaser Agent for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect benefit of such payments)Purchaser) only when in fact finally so paid; provided, plus, if applicable, that: (A) the amount of any such Interestreduction shall be not less than $1,000,000 or an integral multiple of $100,000 in excess thereof (to be applied pro rata in accordance with the Aggregate Capital outstanding) and, Fees on and Breakage Fees after August 29, 2008, the entire Aggregate Capital after giving effect to such reduction shall be not less than $75,000,000 and the Purchased Interest shall not exceed 100%; and (including B) with respect to any additional amounts or indemnified amounts payable under Sections 4.03 Portion of Capital, the Seller shall choose a reduction amount, and 11.01 in respect the date of such payments) payable for any prior Interest Period commencement thereof, so that to the extent practicable such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth reduction shall commence and conclude in clause (x), (y) or (z) below, as applicable:the same Yield Period.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control The collection of the Collection Accounts pursuant Pool Receivables shall be administered by the Servicer in accordance with this Agreement. The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of any Termination Day and current computations of the Purchased Interest. (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or the Servicer: (i) set aside and hold in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator) for the Administrator (for the benefit of the Purchasers), out of the Purchasers’ Share of such Collections, (A) first, an amount equal to the Purchasers’ aggregate amount of Discount accrued through such day for each Portion of Capital and not previously set aside, (B) second, an amount equal to the fees set forth in the Fee Letters accrued and unpaid through such day, (C) and third, to the extent funds are available therefor, an amount equal to the aggregate of such Purchaser Group’s Ratable Share of the Purchaser’s Share of the Servicing Fee accrued through such day and not previously set aside, (ii) subject to Section 8.031.4(f), if such day is not a Termination Day, remit to the Seller, ratably, on behalf of each Purchaser Group, the remainder of such Collections. Such remainder shall, to the extent representing a return on the aggregate Capital, be automatically deemed to be reinvested in Pool Receivables, and in the Related Security, Collections and other proceeds with respect thereto ratably, according to each Purchaser’s Capital; provided, however, that if the Purchased Interest would exceed 100%, then the Servicer shall not remit such remainder to the Seller or reinvest it, but shall set aside and hold in trust for the Administrator (for the benefit of the Secured Parties Purchasers) (orand shall, if so requested by at the Administrative Agent during an Event request of Defaultthe Administrator, segregate in a separate account approved by the Administrator) a portion of such Collections that, together with the other Collections set aside pursuant to this paragraph, shall equal the amount necessary to reduce the Purchased Interest to 100% (determined as if such Collections set aside had been applied to reduce the aggregate Capital outstanding at such time); provided, further, that in the case of any Purchaser that has provided notice (an “Exiting Notice”) to its Purchaser Agent of its refusal to extend its Commitment hereunder (an “Exiting Purchaser”), then such Exiting Purchaser’s ratable share of such Collections based on its Capital shall not be reinvested (after the termination of its Commitment) and shall instead be held in trust for Administrator (for the benefit of such Exiting Purchaser) and applied in accordance with clause (iii) below, (iii) if such day is a Termination Day (or any day following the provision of an Exiting Notice), set aside, segregate and hold in trust for the Administrator (for the benefit of the Purchasers) (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator) for the benefit of each Purchaser Group the entire remainder of such Collections (or in the case of an Exiting Purchaser an amount equal to such Purchaser’s ratable share of such Collections based on its Capital); provided, that solely for the purpose of determining such Purchaser’s ratable share of such Collections, such Purchaser’s Capital shall be deemed to remain constant from the date of the provision of an Exiting Notice until the date such Purchaser’s Capital has been paid in full; it being understood that if such day is also a Termination Day, such Exiting Purchaser’s Capital shall be recalculated taking into account amounts received by such Purchaser in respect of this parenthetical and thereafter Collections shall be set aside for such Purchaser ratably in respect of its Capital (as recalculated)); provided, that if amounts are set aside and held in trust on any Termination Day of the type described in clause (a) of the definition of “Termination Day” and, thereafter, the conditions set forth in Section 2 of Exhibit II are satisfied or waived in accordance with Section 6.1 hereof, such previously set-aside amounts shall, to the extent representing a return on aggregate Capital (other than the Capital of any Exiting Purchaser) and ratably in accordance with each Purchaser’s (other than an Exiting Purchaser) Capital, be reinvested in accordance with clause (ii) on the day of such subsequent satisfaction or waiver of conditions, and (iv) release to the Seller (subject to Section 1.4(f)) for its own account any Collections in excess, if any, of: (w) amounts required to be reinvested in accordance with clause (ii) or the proviso to clause (iii) plus (x) the amounts that are required to be set aside pursuant to clause (i), the proviso to clause (ii) and clause (iii) plus (y) the Seller’s Share of the Servicing Fee accrued and unpaid through such day plus (z) all other amounts then due and payable by the Seller under this Agreement to any Purchasers, the Administrator, and any other Indemnified Party or Affected Person. (c) The Servicer shall deposit into each Purchaser Agent’s account (as designated by such Purchaser Agent to Servicer on or prior to the Administrative date hereof, or such other account designated by such Purchaser to Servicer from time to time), on each Settlement Date, Collections held for each Purchaser with respect to such Purchaser’s Portion(s) of Capital, pursuant to clause (b)(i) or (f) plus the amount of Collections then held for the Administrator (for the benefit of such Purchaser) pursuant to clauses (b)(ii) and (iii) of Section 1.4; provided, that if Strategic Energy or an Affiliate thereof is the Servicer and such day is not a Termination Day, Strategic Energy (or such Affiliate) may retain the portion of the Collections set aside pursuant to clause (b)(i) or (b)(iv)(y) that represents the aggregate of each Purchaser Group’s Ratable Share of the Purchasers’ Share of the Servicing Fee. On the last day of each Settlement Period, each Purchaser or (its Purchaser Agent) will notify the Servicer by facsimile of the amount of Discount accrued with respect to each Portion of Capital during such Settlement Period or portion thereof. (d) Upon receipt of funds deposited pursuant to clause (c), each Purchaser Agent shall cause such funds to be distributed as follows: (i) if such distribution occurs on a day that is not a Termination Day and the Purchased Interest does not exceed 100%, (A) first, to such Purchaser Agent ratably according to the Discount accrued during the applicable Settlement Period (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of all accrued Discount and fees (other than Servicing Fees) with respect to each Portion of Capital maintained by such Purchasers; it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably according to the Discount with respect to each Portion of Capital maintained by such Purchaser, and (B) second, if the Servicer has set aside amounts in respect of the Servicing Fee pursuant to clause (b)(i) and has not retained such amounts pursuant to clause (c), to the Servicer (payable in arrears on each Settlement Date) in payment in full of the aggregate of each Purchaser Group’s Ratable Share of the Purchaser’s Share of accrued Servicing Fees so set aside, and (ii) if such distribution occurs on a Termination Day or on a day when the Purchased Interest exceeds 100%, (A) first, if such Termination Day is not solely the result of the occurrence and continuation of a Servicer Termination Event, to the Servicer in payment in full of the aggregate of such Purchaser Group’s Ratable Share of all accrued Servicing Fees, (B) second, to such Purchaser Agent ratably according to Discount (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of all accrued Discount and fees (other than Servicer Fees) with respect to each Portion of Capital funded or maintained by the Purchasers within such Purchaser Agent’s Purchaser Group, (C) third, to such Purchaser Agent ratably according to the aggregate of the Capital of each Purchaser in each such Purchaser Agent’s Purchaser Group (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of each Purchaser’s Capital (or, if such day is not a Termination Day, such Purchaser’s ratable share of the amount necessary to reduce the Purchased Interest to 100%), (D) fourth, to the LC Collateral Account for the benefit of the LC Bank and the LC Participants, the amount necessary to cash collateralize the LC Participation Amount until the amount of cash collateral held in such LC Collateral Account equals 100% of the aggregate outstanding amount of the LC Participation Amount (determined as if such Collections used to cash collateralize the LC Amount had been applied to reduce the aggregate Capital outstanding at such time), (E) fifth, if such Termination Day is solely the result of the occurrence and continuation of a Servicer Termination Event, to the Servicer in payment in full of the aggregate of such Purchaser Group’s Ratable Share of all accrued Servicing Fees, and (F) sixth, and if the Capital and accrued Discount with respect to the Purchasers in its Purchaser Group’s percentage interest of Capital have been reduced to zero or if such day is not a Termination Day, the Purchased Interest is reduced to 100%, and all accrued Servicing Fees payable to the Servicer have been paid in full, to the Administrator for distribution to each Purchaser, each Purchaser Agent, which shall be an account maintained the Administrator and controlled any other Indemnified Party or Affected Person in payment in full of any other amounts owed thereto by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion)Seller hereunder, for application ratably in accordance with the priority amounts due thereto. After the Capital, Discount, fees payable pursuant to the Fee Letters and Servicing Fees with respect to the Purchased Interest, and any other amounts payable by the Seller and the Servicer to each Purchaser Group, the Administrator or any other Indemnified Party or Affected Person hereunder, have been paid in full, and (on and after a Termination Day) after an amount equal to 100% of payments set forth belowthe LC Participation Amount has been deposited in the LC Collateral Account, all additional Collections with respect to the Purchased Interest shall be paid to the Seller for its own account. (e) For the purposes of this Section 1.4: (i) if on any day the Outstanding Balance of any Pool Receivables that are actually received Receivable is reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed goods or services, or any revision, cancellation, allowance, rebate, discount or other adjustment made by the Servicer Seller or any Affiliate of the Borrower Seller, or any setoff or dispute between the Seller or any Affiliate of the Seller and an Obligor, (x) the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in any the amount of such reduction or adjustment and (y) the Seller shall promptly pay an amount equal to such amount in respect thereof to a Lock-Box or Collection AccountAccount for the benefit of the Purchasers and their assigns and for application pursuant to this Section 1.4; provided, however, that so long as each unless a Termination Event has occurred and is continuing on such day, the payment required by clause (y) above may be made on the next Monthly Settlement Date; (ii) if on any day any of the conditions precedent set forth representations or warranties in Section 5.03 are satisfied 1(g) or (n) of Exhibit III is not true with respect to any Pool Receivable, the Seller shall be deemed to have received on such date, day a Collection of such Pool Receivable in full and shall immediately pay any and all such amounts in respect thereof to a Lock-Box Account (or as otherwise directed by the Servicer may release Administrator at such time) for the benefit of the Purchasers and their assigns and for application pursuant to the Borrower from such Collections the amount this Section 1.4; (if anyiii) necessary to pay except as provided in clause (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or (ii), or as otherwise required by applicable law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (iv) amounts owing if and to the extent the Administrator or any Purchaser shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by the Borrower Administrator or such Purchaser but rather to have been retained by the Seller and, accordingly, the Administrator or such Purchaser, as the case may be, shall have a claim against the Seller for such amount, payable when and to the Originators under extent that any distribution from or on behalf of such Obligor is made in respect thereof. (f) If at any time the Subordinated Loans Seller shall wish to cause the reduction of Capital (each such releasebut not to commence the liquidation, a “Release”). On each Settlement Dateor reduction to zero, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03entire Capital of the Purchased Interest), the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of prioritySeller may do so as follows: (i) firstthe Seller shall give the Administrator, the Purchaser Agents and the Servicer written notice in the form of Annex C (the “Paydown Notice”) at least two Business Days’ prior to the Servicer for date of such reduction; provided, however, that if such Paydown Notice is received by the payment Administrator and the Purchaser Agents prior to 2:00 p.m., New York time on a Business Day, then such requested reduction shall be effected by the close of business on the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer)following Business Day; (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for proposed date of the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect commencement of such payments), plus, if applicablereduction and on each day thereafter, the Servicer shall cause Collections not to be reinvested until the amount thereof not so reinvested shall equal the desired amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party;reduction; and (iii) third, as set forth the Servicer shall hold such Collections in clause trust for the Purchasers ratably (xbased on their respective Portions of Capital), (y) for payment to the Purchaser Agents on the next Settlement Date immediately following the current Settlement Period or (z) belowsuch other date approved by the Purchaser Agents, as applicable:and Capital shall be deemed reduced in the amount to be paid to the Purchaser Agents only when in fact finally so paid.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03, the The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated in the name of the Borrower and approved by the Administrative Agent, which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box Lock‑Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such datesatisfied, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower (including by payments on such date the Subordinated Notes) in accordance with the terms of the Sale and Contribution Receivables Purchase Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such release, a “ReleaseReinvestment”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Settlement Period (plus, if applicable, the amount of Servicing Fees payable for any prior Interest Settlement Period to the extent such amount has not been distributed to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees Interest and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Settlement Period (including any additional amounts or indemnified amounts payable under Sections 4.03 Section 5.03 and Section 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees Interest and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 Section 5.03 and 11.01 Section 13.01 in respect of such payments) payable for any prior Interest Settlement Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (zy) below, as applicable:

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control of the Collection Accounts pursuant to Section 8.03Collateral Accounts, the Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated by the Administrative Agent, which shall be an account maintained and and/or controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box Box, Collection Account or Collection Collateral Account; provided, however, that that (A) if the Administrative Agent has not taken dominion of the Collateral Accounts, so long as each of the conditions precedent set forth in Section 5.03 6.03 are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (ix) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Second Tier Sale and Contribution Agreement or and (iiy) amounts any accrued and unpaid Servicing Fees owing by the Borrower to the Originators under the Subordinated Loans Aveanna (each such release, a “Release”) and (B) if the Administrative Agent has taken dominion of the Collateral Accounts, any such Release shall be made only in accordance with Section 9.03(c). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of the Collections Accounts pursuant to Section 8.03Accounts, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Collateral Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priority; provided, however, that if the Administrative Agent has taken dominion of the Collateral Accounts, then on the Settlement Date, the Administrative Agent will direct a portion of such Collections sufficient to make all payments due by the Borrower on such Settlement Date in accordance with the below priorities for payment: (i) first, to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Accrual Period to the extent not previously paid (including from proceeds of any Release), plus, if applicable, the amount of Servicing 755287315 21689858 Fees payable for any prior Interest Accrual Period to the extent such amount has not been distributed paid to the Servicer); (ii) second, to each Lender and other Credit Party (ratably, based on the amount then due and owingowing to such Persons), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Accrual Period (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 13.01 in respect of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 5.03 and 11.01 13.01 in respect of such payments) payable for any prior Interest Accrual Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (xA), (yB) or (zC) below, as applicable: (A) prior to the occurrence of the Termination Date, to the extent that a Borrowing Base Deficit exists on such date, to the Lenders (ratably, based on the aggregate outstanding Principal of each Lender at such time) for the payment of a portion of the outstanding Aggregate Principal at such time, in an aggregate amount equal to the amount necessary to reduce the Borrowing Base Deficit to zero ($0); (B) on and after the occurrence of the Termination Date, to each Lender (ratably, based on the aggregate outstanding Principal of each Lender at such time) for the payment in full of the aggregate outstanding Principal of such Lender at such time; or (C) prior to the occurrence of the Termination Date, at the election of the Borrower and in accordance with Section 2.02(d), to the payment of all or any portion of the outstanding Principal of the Lenders at such time (ratably, based on the aggregate outstanding Principal of each Lender at such time); (iv) fourth, to the Credit Parties, the Affected Persons and the Borrower Indemnified Parties (ratably, based on the amount due and owing at such time), for the payment of all other Borrower Obligations then due and owing by the Borrower to the Credit Parties, the Affected Persons and the Borrower Indemnified Parties; and (v) fifth, the balance, if any, to be paid to the Borrower for its own account. (b) All payments or distributions to be made by the Servicer, the Borrower and any other Person to the Lenders (or their respective related Affected Persons and the Borrower Indemnified Parties), shall be paid or distributed to the applicable party to which such amounts are owed. (c) If and to the extent the Administrative Agent, any Credit Party, any Affected Person or any Borrower Indemnified Party shall be required for any reason to pay over 755287315 21689858 755287315 21689858 to any Person (including any Obligor or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Borrower and, accordingly, the Administrative Agent, such Credit Party, such Affected Person or such Borrower Indemnified Party, as the case may be, shall have a claim against the Borrower for such amount. (d) For the purposes of this Section 4.01: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed goods or services, or any revision, cancellation, allowance, rebate, credit memo, discount or other adjustment made by the Borrower, any Originator, the Servicer or any Affiliate of the Servicer, or any setoff, counterclaim or dispute between the Borrower or any Affiliate of the Borrower, an Originator or any Affiliate of an Originator, or the Servicer or any Affiliate of the Servicer, and an Obligor, the Borrower shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction or adjustment and, to the extent that the effect of such reduction or adjustment is to cause a Borrowing Base Deficit or if such reduction or adjustment occurs on or after the Termination Date, shall within two (2) Business Days pay an amount equal to (x) if such reduction or adjustment occurs prior to the Termination Date, the lesser of (A) the sum of all deemed Collections with respect to such reduction or adjustment and (B) an amount necessary to eliminate such Borrowing Base Deficit and (y) if such breach occurs on or after the Termination Date, the sum of all deemed Collections in respect thereof to a Collateral Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of the Credit Parties for application pursuant to Section 4.01(a); (ii) if on any day any of the representations or warranties in Section 7.01 is not true with respect to any Pool Receivable, the Borrower shall be deemed to have received on such day a Collection of such Pool Receivable in full and to the extent that the effect of such breach is to cause a Borrowing Base Deficit or if such breach occurs after the Termination Date, shall within two (2) Business Days immediately pay the amount equal to (x) if such breach occurs prior to the Termination Date, the lesser of (A) the sum of all deemed Collections with respect to such breach and

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control Collection of the Collection Accounts Receivables shall be administered by the Servicer in accordance with the terms of this Agreement. All Collections of Receivables shall be remitted on a daily basis to the Lock-Box Accounts. All amounts deposited to a Lock-Box Account shall be identified as Collections of Receivables and collections of Excluded Receivables ("Excluded Receivables Collections"). All Excluded Receivables Collections shall be removed from each Lock-Box Account within one (1) Business Day of deposit thereof and remitted to the Originator pursuant to Section 8.034.2(b). (b) The Servicer shall, on each day on which Collections of Receivables are received (or deemed received) by the Seller or Servicer: (i) set aside and hold in trust (and, at the request of the Agent, segregate by depositing into a separate account approved by the Agent) for the Issuer, the Agent, the Affected Persons and the Indemnified Parties, as applicable, out of the percentage of such Collections represented by the Purchased Interest an amount equal to (A) first, the Discount accrued through such day for each Portion of Capital and not previously set aside; (B) second, to the extent funds are available therefor, an amount equal to the Program Fees accrued through such day for the Purchased Interest and not previously set aside; (C) third, to the extent funds are available therefor, an amount equal to the Servicing Fee accrued through such day for the Purchased Interest and not previously set aside; and (D) if such day is a Termination Day, fourth, all other amounts (other than Capital) payable to the Issuer, the Agent, and any other Affected Person or Indemnified Party; (ii) subject to Section 1.4(f), if such day is not a Termination Day, remit to the Seller, on behalf of the Issuer, the remainder of all such Collections that were not set aside pursuant to paragraph (i) above; such Collections shall be automatically reinvested in Receivables, and in the Related Security and Collections and other proceeds with respect thereto, and the Purchased Interest shall be automatically recomputed pursuant to Section 1.3; provided, however, that if the Purchased Interest would exceed 100%, then the Servicer shall not reinvest but shall set aside and hold in trust for the benefit Issuer (and shall, at the request of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAgent, segregate in a separate account designated approved by the Administrative Agent) a portion of such Collections that, together with the other Collections set aside pursuant to this paragraph, shall equal the amount necessary to reduce the Purchased Interest to 100%; (iii) if such day is a Termination Day, set aside, segregate and hold in trust (and shall at the request of the Agent, which segregate in a separate account approved by the Agent) for the Issuer all Collections less the amount set aside pursuant to paragraph (i) above; provided that if amounts are set aside and held in trust, on any Termination Day of the type described in clause (a) of the definition of "Termination Day", and on such day or thereafter, the conditions set forth in Section 2 of Exhibit II are satisfied or are waived by the Agent, such previously set aside amounts shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application reinvested in accordance with the priority preceding paragraph (ii) on the day of payments set forth belowsuch subsequent satisfaction or waiver of conditions; and (iv) during such times as amounts are required to be reinvested in accordance with the foregoing paragraph (ii) or the proviso to paragraph (iii), all release to the Seller within one (1) Business Day (subject to Section 1.4(f)) for its own account any Collections on Pool Receivables in excess of (x) such amounts, (y) the amounts that are actually received required to be set aside pursuant to paragraph (i) above, the proviso to paragraph (ii) above and paragraph (iii) above and (z) all reasonable and appropriate out-of-pocket costs and expenses of the Servicer of servicing, collecting and administering the Receivables. (c) The Servicer shall deposit into the Administration Account (or such other account designated by the Agent), (i) on the last day of each Settlement Period relating to a Portion of Capital, Collections held for the Issuer pursuant to Section 1.4(b)(i)(A) and Section 1.4(f), if applicable, with respect to such Portion of Capital and the lesser of (x) the amount of Collections then held for the Issuer pursuant to Sections 1.4(b)(ii) and 1.4(b)(iii) and (y) the sum of such Portion of Capital and any amounts due under this Agreement other than Capital, Discount, Program Fees or Servicer or Fees and (ii) on each Settlement Date, Collections held for the Borrower or received in any Lock-Box or Collection Account; providedIssuer pursuant to clauses (B) and (C) of Section 1.4(b)(i), however, provided that so long as each of the conditions precedent set forth in Section 5.03 are satisfied on such date, CITGO is the Servicer may release to and the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long as the Administrative Agent has not taken exclusive dominion and control of requested the Servicer to deposit into a separate account those Collections Accounts set aside pursuant to Section 8.031.4(b)(i), the Servicing Fee may be retained by the Servicer rather than deposited into the Administration Account. (or, following its assumption d) Upon receipt of exclusive dominion and control funds deposited into the Administration Account pursuant to Section 1.4(c) with respect to any Portion of the Collection AccountsCapital, the Administrative Agent) shall, distribute Agent shall cause such Collections in the following order of priorityfunds to be distributed as follows: (i) if such distribution occurs on a day that is not a Termination Day and the Purchased Interest does not exceed 100%, first to the Issuer in payment in full of all accrued Discount with respect to such Portion of Capital, second, to the Issuer (payable in arrears on the Settlement Date) in payment in full of all accrued Program Fees and third, if the Servicer has set aside amounts in respect of the Servicing Fee pursuant to clause (C) of Section 1.4(b)(i) and deposited such amounts in the Administration Account pursuant to Section 1.4(c), to the Servicer (payable in arrears on the Settlement Date) in payment in full of accrued Servicing Fees so set aside; and (ii) if such distribution occurs on a Termination Day or on a day when the Purchased Interest exceeds 100%, first, to the Issuer in payment in full of all accrued Discount with respect to such Portion of Capital, second, to the Issuer in payment in full of all accrued Program Fees, third, if CITGO is not the Servicer for and the payment Servicer has set aside amounts in respect of the Servicing Fee pursuant to clause (C) of Section 1.4(b)(i) and deposited such amounts in the Administration Account pursuant to Section 1.4(c), to the Servicer in payment in full of all accrued Servicing Fees, fourth, to the Issuer, the Agent and any other Affected Person or Indemnified Party all other amounts (other than Indemnified Amounts) payable to the Issuer, the Agent and any other Affected Person or Indemnified Party under this Agreement and other Transaction Documents, including, without limitation, amounts payable pursuant to Section 5.04, fifth, to the Issuer in payment in full of such Portion of Capital (or if such day is not a Termination Day, the amount necessary to reduce the Purchased Interest to 100%), sixth, if the Capital and accrued Discount with respect to each Portion of Capital has been reduced to zero, all accrued Program Fees payable to the Issuer have been paid in full, all amounts payable to the Issuer, the Agent and any other Affected Person or Indemnified Party pursuant to clause fourth above, have been paid in full, and all accrued Servicing Fees payable for to the immediately preceding Interest Period (plusServicer pursuant to clause third above have been paid in full, to the Issuer, the Agent and any other Indemnified Party or Affected Person in payment in full of any other amounts owed thereto by the Seller hereunder and seventh, if applicableCITGO is the Servicer and the Servicer has set aside amounts in respect of the Servicing Fee pursuant to clause (C) of Section 1.4(b)(i) and deposited such amounts in the Administration Account pursuant to Section 1.4(c), to the Servicer in payment in full of all accrued Servicing Fees. After the Capital and Discount, Program Fees and Servicing Fees with respect to the Purchased Interest, and any other amounts payable by the Seller to the Issuer, the Agent or any other Indemnified Party or Affected Person hereunder, have been paid in full, all additional or remaining Collections with respect to the Purchased Interest shall be paid to the Seller for its own account. (e) For the purposes of this Section 1.4: (i) if on any day the Outstanding Balance of any Receivable is reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed goods or services, or any discount or other adjustment made by the Seller, or any setoff or dispute between the Seller and an Obligor, the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer)reduction or adjustment; (ii) secondif on any day any of the representations or warranties of the Seller in paragraphs (g) or (o) of Exhibit III or Sections 2, 3 or 4 of Exhibit VII is not true with respect to each Lender and other Credit Party (ratablyany Receivable, based the Seller shall be deemed to have received on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect day a Collection of such payments), plus, if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 Receivable in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Partyfull; (iii) third, except as set forth provided in clause paragraph (x), (yi) or (zii) belowof this Section 1.4(e), or as otherwise required by applicable law or the relevant Contract, all Collections received from an Obligor with respect to any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables; and (iv) if and to the extent the Agent or the Issuer shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Agent or the Issuer, as applicablethe case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. The Seller shall deposit to the Administration Account an amount equal to all Collections deemed to have been received by the Seller pursuant to this Section 1.4(e). (f) If at any time the Seller shall wish to cause the reduction of a Portion of Capital (but not to commence the liquidation, or reduction to zero, of the entire Capital of the Purchased Interest), the Seller may do so as follows: (i) the Seller shall give the Agent at least five Business Days' prior written notice thereof in substantially the form of Annex B (including the amount of such proposed reduction and the proposed date on which such reduction will commence), (ii) on the proposed date of commencement of such reduction and on each day thereafter, the Servicer shall cause Collections with respect to such Portion of Capital not to be reinvested until the amount thereof not so reinvested shall equal the desired amount of reduction, and (iii) the Servicer shall hold such Collections in trust for the Issuer, for payment to the Agent on the last day of the current Settlement Period relating to such Portion of Capital, and the applicable Portion of Capital shall be deemed reduced in the amount to be paid to the Agent only when in fact finally so paid; provided that, A. the entire Capital of the Purchased Interest after giving effect to such reduction shall be not less than $10,000,000, B. the Seller shall choose a reduction amount, and the date of commencement thereof, so that to the extent practicable such reduction shall commence and conclude in the same Fixed Period, and C. if two or more Portions of Capital shall be outstanding at the time of any proposed reduction, such proposed reduction shall be applied, unless the Seller shall otherwise specify in the notice given pursuant to Section 1.4(f)(i), to the Portion of Capital with the shortest remaining Fixed Period.

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control Collection of the Collection Accounts pursuant Pool Receivables shall be administered by the Servicer in accordance with this Agreement. The Seller shall provide to Section 8.03the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of any Termination Day and current computations of the Purchased Interest. (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or the Servicer: (i) set aside and hold in trust (and, at the request of the Administrator, segregate in a separate account approved by the Administrator if, at the time of such request, there exists an Unmatured Termination Event or a Termination Event or if the failure to so segregate reasonably could be expected to cause a Material Adverse Effect) for the Issuer, out of the Issuer's Share of such Collections, FIRST, an amount equal to the Discount accrued through such day for each Portion of Capital and not previously set aside, SECOND, an amount equal to the fees set forth in the Fee Letter accrued and unpaid through such day, and THIRD, to the extent funds are available therefor, an amount equal to the Issuer's Share of the Servicing Fee accrued through such day and not previously set aside; (ii) subject to SECTION 1.4(f), if such day is not a Termination Day, remit to the Seller, on behalf of the Issuer, the remainder of the Issuer's Share of such Collections; such remainder shall be automatically reinvested in Pool Receivables, and in the Related Security, Collections and other proceeds with respect thereto; PROVIDED, HOWEVER, that if the Purchased Interest would exceed 100%, then the Servicer shall not reinvest, but shall set aside and hold in trust for the benefit Issuer (and shall, at the request of the Secured Parties (or, if so requested by the Administrative Agent during an Event of DefaultAdministrator, segregate in a separate account designated approved by the Administrative AgentAdministrator if, at the time of such request, there exists an Unmatured Termination Event or a Termination Event or if the failure to so segregate reasonably could be expected to cause a Material Adverse Effect) a portion of such Collections that, together with the other Collections set aside pursuant to this CLAUSE (ii), shall equal the amount necessary to reduce the Purchased Interest to 100%; AND PROVIDED FURTHER, that any Collections received from a Letter of Credit Obligor for which disbursements have been made under a Letter of Credit shall be an account maintained reimbursed to the Letter of Credit Issuer pursuant to SECTION 4.7(b); (iii) if such day is a Termination Day, set aside, segregate and controlled hold in trust for the Issuer the entire remainder of the Issuer's Share of the Collections; PROVIDED, that if amounts are set aside and held in trust on any Termination Day of the type described in clause (a) of the definition of "Termination Day" and, thereafter, the conditions set forth in Section 2 of EXHIBIT II are satisfied or waived by the Administrative Agent unless Administrator, such previously set aside amounts shall be reinvested in accordance with CLAUSE (ii) above on the Administrative Agent otherwise instructs in its sole discretionday of such subsequent satisfaction or waiver of conditions; AND PROVIDED FURTHER, that any Collections received from a Letter of Credit Obligor for which disbursements have been made under a Letter of Credit shall be reimbursed to the Letter of Credit Issuer pursuant to SECTION 4.7(b); and (iv) subject to the Issuer's security interest under SECTION 1.2(d), release to the Seller (subject to SECTION 1.4(f)) for application its own account any Collections in excess of: (x) amounts required to be reinvested in accordance with CLAUSE (ii) or the first proviso to CLAUSE (iii) PLUS (y) the amounts that are required to be set aside pursuant to CLAUSE (i), the first proviso to CLAUSE (ii) and CLAUSE (iii) PLUS (z) the Seller's Share of the Servicing Fee accrued and unpaid through such day and all reasonable and appropriate out-of-pocket costs and expenses of the Servicer for servicing, collecting and administering the Pool Receivables PLUS (aa) amounts required to be reimbursed to the issuer of a Letter of Credit in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received second proviso to CLAUSE (ii) and/or the second proviso to CLAUSE (iii) PLUS (bb) any amounts reimbursable by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer may release Seller to the Borrower from issuer of a Letter of Credit pursuant to SECTION 4.7(b). (c) The Servicer shall deposit into the Administration Account (or such other account designated by the Administrator), on the last day of each Settlement Period (or on the Alternative Settlement Date, if applicable) relating to a Portion of Capital, Collections held for the amount (if anyIssuer pursuant to SECTION 1.4(b)(i) necessary or SECTION 1.4(f) with respect to pay such Portion of Capital PLUS the lesser of: (i) the purchase price amount of Collections then held for Receivables purchased by the Borrower on such date in accordance with the terms of the Sale Issuer pursuant to SECTION 1.4(b)(ii) and Contribution Agreement or SECTION 1.4(b)(iii) and (ii) amounts owing by such Portion of Capital; PROVIDED, that if Falcon is the Borrower Servicer and the Administrator has not notified Falcon that such right is revoked, Falcon may retain the portion of the Collections set aside pursuant to SECTION 1.4(b)(i) that represents the Originators under Issuer's Share of the Subordinated Loans (each such release, a “Release”)Servicing Fee. On the last day of each Settlement Period (or on the Alternative Settlement Date, so long as if applicable) relating to a Portion of Capital, the Administrative Agent has not taken exclusive dominion and control Administrator will notify the Servicer by facsimile of the Collections Accounts amount of Discount accrued with respect to such Portion of Capital during such Settlement Period or portion thereof. (d) Upon receipt of funds deposited into the Administration Account pursuant to Section 8.03SECTION 1.4(c), the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute Administrator shall cause such Collections in the following order of priorityfunds to be distributed as follows: (i) firstif such distribution occurs on a day that is not a Termination Day and the Purchased Interest does not exceed 100%, FIRST to the Issuer in payment in full of all accrued Discount and fees (other than Servicing Fees) with respect to such Portion of Capital, and SECOND, if the Servicer has set aside amounts in respect of the Servicing Fee pursuant to SECTION 1.4(b)(i) and has not retained such amounts pursuant to SECTION 1.4(c), to the Servicer for (payable in arrears on the last day of each Settlement Period) in payment in full of the Issuer's Share of accrued Servicing Fees so set aside with respect to such Portion of Capital; and (ii) if such distribution occurs on a Termination Day or on a day when the Purchased Interest exceeds 100%, FIRST to the Issuer in payment in full of all accrued Discount with respect to such Portion of Capital, SECOND to the Issuer in payment in full of such Portion of Capital (or, if such day is not a Termination Day, the amount necessary to reduce the Purchased Interest to 100%), THIRD, if Falcon or an Affiliate thereof is not the Servicer, to the Servicer in payment in full of all accrued Servicing Fees with respect to such Portion of Capital, FOURTH, if the Capital and accrued Discount with respect to each Portion of Capital have been reduced to zero, and all accrued Servicing Fees payable for to the immediately preceding Interest Period Servicer (plusif other than Falcon or an Affiliate thereof) have been paid in full, to the Issuer, the Administrator and any other Indemnified Party or Affected Person in payment in full of any other amounts owed thereto by the Seller hereunder and, FIFTH, unless such amount has been retained by the Servicer pursuant to SECTION 1.4(c), then to the Servicer (if the Servicer is Falcon or an Affiliate thereof) in payment in full of the Issuer's Share of all accrued Servicing Fees. Notwithstanding the foregoing, if applicablethe Seller has elected to reduce a Portion of the Capital as of an Alternative Settlement Date pursuant to SECTION 1.4(f), on such Alternative Settlement Date the Servicer shall deposit into the Administration Account (or such other account designated by the Administrator) the portion of the Collections set aside pursuant to SECTION 1.4(f), and such amount shall be distributed to the Issuer in reduction of a Portion of the Capital, as selected by the Issuer. After the Capital, Discount, fees payable pursuant to the Fee Letter and Servicing Fees with respect to the Purchased Interest, and any other amounts payable by the Seller and the Servicer to the Issuer, the Administrator or any other Indemnified Party or Affected Person hereunder, have been paid in full, all additional Collections with respect to the Purchased Interest shall be paid to the Seller for its own account. (e) For the purposes of this SECTION 1.4: (i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed goods or services, or any revision, cancellation, allowance, discount or other adjustment made by the Seller or any Affiliate of the Seller, or any setoff or dispute between the Seller or any Affiliate of the Seller and an Obligor, or the Seller shall have received a Deemed Collection under the Sale Agreements (in each case, other than in respect of any Special Program Allowances), the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer)reduction, adjustment or Deemed Collection; (ii) secondif on any day any of the representations or warranties in Section 1(h) or (o) of EXHIBIT III is not true with respect to any Pool Receivable, the Seller shall be deemed to each Lender have received on such day a Collection of such Pool Receivable in full; (iii) except as provided in CLAUSE (i) or (ii) above, or as otherwise required by applicable law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; (iv) if and other Credit Party to the extent the Administrator or the Issuer shall be required for any reason to pay over to an Obligor (ratablyor any trustee, based receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by the Administrator or the Issuer but rather to have been retained by the Seller and, accordingly, the Administrator or the Issuer, as the case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof; and (v) on the Termination Date, the Seller shall be deemed to have received on such day Collections of Pool Receivables equal to: (A) the aggregate amount then due and owingby which the Pool Receivables relating to the Special Program Allowances have been discounted, adjusted or otherwise reduced as noted in CLAUSE (i) MINUS (b) the Special Program Allowances. (f) If at any time the Seller shall wish to cause the reduction of a Portion of Capital (but not to commence the liquidation, or reduction to zero, of the entire Capital of the Purchased Interest), all accrued the Seller may do so as follows: (i) the Seller shall give the Administrator and unpaid Interestthe Servicer at least two Business Days' prior written notice thereof (or at least three Business Days with regard to an Alternative Settlement Date) (including the amount of such proposed reduction and the proposed date on which such reduction will commence), (ii) on the proposed date of commencement of such reduction and on each day thereafter, Fees and Breakage Fees due the Servicer shall cause Collections with respect to such Lender and other Credit Party Portion of Capital not to be reinvested until the amount thereof not so reinvested shall equal the desired amount of reduction, and (iii) the Servicer shall hold such Collections in trust for the immediately preceding Interest Issuer, for payment to the Administrator on the last day of the current Settlement Period relating to such Portion of Capital or on the next Alternative Settlement Date (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect of such paymentsas specified by the Seller), plusand the applicable Portion of Capital shall be deemed reduced in the amount to be paid to the Administrator only when in fact finally so paid; PROVIDED, if applicable, that: A. the amount of any such Interestreduction shall be not less than $1,000,000 and shall be an integral multiple of $250,000, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 the entire Capital of the Purchased Interest after giving effect to such reduction shall be not less than $20,000,000 and 11.01 shall be in respect an integral multiple of such payments) payable for any prior Interest Period $250,000, B. the Seller shall choose a reduction amount, and the date of commencement thereof, so that to the extent practicable such amount has not been distributed reduction shall commence and conclude in the same Settlement Period, and C. if two or more Portions of Capital are outstanding at the time of any proposed reduction, such proposed reduction shall be applied, unless the Seller shall otherwise specify in the notice given pursuant to such Lender or Credit Party; CLAUSE (iii) third, as set forth in clause (xf)(i), to the Portion of Capital with the shortest remaining Settlement Period (y) or (z) belowor, as applicable:if all such Portions of Capital have the same Settlement Period, pro rata).

Settlement Procedures. (a) So long as the Administrative Agent has not taken exclusive dominion and control The collection of the Collection Accounts pursuant Pool Receivables shall be administered by the Servicer in accordance with this Agreement. The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of any Termination Day and current computations of the Purchased Interest. (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or the Servicer: (i) set aside and hold in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator) for the Administrator (for the benefit of the Purchasers), out of the percentage of Collections represented by the Purchased Interest, first, an amount equal to the Discount accrued through such day for each Portion of Capital and not previously set aside, second, an amount equal to the fees set forth in the Fee Letter accrued and unpaid through such day, and third, to the extent funds are available therefor, an amount equal to the Purchasers' Share of the Servicing Fee accrued through such day and not previously set aside, (ii) subject to Section 8.031.4(f), if such day is not a Termination Day, remit to the Seller, on behalf of the Purchasers, the remainder of the percentage of Collections represented by the Purchased Interest (to the extent representing a return on Capital); such remainder shall be automatically reinvested in Pool Receivables, and in the Related Security, Collections and other proceeds with respect thereto; provided, however, that if the Purchased Interest would exceed 100%, then the Servicer shall not remit such remainder to the Seller, but shall set aside and hold in trust for the ratable benefit of the Secured Parties Purchasers (orand shall, if so requested by at the Administrative Agent during an Event request of Defaultthe Administrator, segregate in a separate account designated approved by the Administrative AgentAdministrator) a portion of such Collections that, which together with the other Collections set aside pursuant to this paragraph, shall be an equal the amount necessary to reduce the Purchased Interest to 100%, (iii) if such day is a Termination Day, set aside, segregate and hold in trust for the benefit of the Purchasers (and shall, at the request of the Administrator, segregate in a separate account maintained and controlled approved by the Administrative Agent unless Administrator) the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with entire remainder of the priority Purchasers' Share of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection AccountCollections; provided, however, that so long as each if amounts are set aside and held in trust on any Termination Day of the type described in clause (a) of the definition of "Termination Day" and, thereafter, the conditions precedent set forth in Section 5.03 2 of Exhibit II are satisfied or waived by the Administrator, such previously set-aside amounts shall, to the extent representing a return on Capital, be reinvested in accordance with clause (ii) on the day of such datesubsequent satisfaction or waiver of conditions, the Servicer may and (iv) release to the Borrower from such Seller (subject to Section 1.4(f)) for its own account any Collections the amount in excess of: (if anyw) necessary amounts required to pay (i) the purchase price for Receivables purchased by the Borrower on such date be reinvested in accordance with the terms of the Sale and Contribution Agreement or clause (ii) or the proviso to clause (iii) plus (x) the amounts owing that are required to be set aside pursuant to clause (i), the proviso to clause (ii) and clause (iii) plus (y) the Seller's Share of the Servicing Fee accrued and unpaid through such day and all reasonable and appropriate out-of-pocket costs and expenses of the Servicer for servicing, collecting and administering the Pool Receivables plus (z) all other amounts owed by the Borrower Seller under this Agreement to the Originators under Issuer, the Subordinated Loans LC Bank, any LC Participant, the Administrator, and any other Indemnified Party or Affected Person. (each c) The Servicer shall deposit into the Administration Account (or such releaseother account designated by the Administrator), a “Release”). On on each Settlement Date, so long as Collections held for the Administrative Agent Purchasers pursuant to clause (b)(i) or (f) plus the amount of Collections then held for the Purchasers pursuant to clauses (b)(ii) and (iii) of Section 1.4; provided, that if Peabody or an Affiliate thereof is the Servicer, such day is not a Termination Day and the Administrator has not taken exclusive dominion and control notified Peabody (or such Affiliate) that such right is revoked, Peabody (or such Affiliate) may retain the portion of the Collections Accounts set aside pursuant to Section 8.03clause (b)(i) that represents the Purchasers' Share of the Servicing Fee. On the last day of each Settlement Period, the Administrator will notify the Servicer (or, following its assumption of exclusive dominion and control by facsimile of the Collection Accountsamount of Discount accrued with respect to each Portion of Capital during such Settlement Period or portion thereof. (d) Upon receipt of funds deposited into the Administration Account pursuant to clause (c), the Administrative Agent) shall, distribute Administrator shall cause such Collections in the following order of priorityfunds to be distributed as follows: (i) firstif such distribution occurs on a day that is not a Termination Day and the Purchased Interest does not exceed 100%, first to the Purchasers ratably (based on their respective Portions of Capital funded thereby) in payment in full of all accrued Discount and fees (other than Servicing Fees) with respect to each Portion of Capital, and second, if the Servicer has set aside amounts in respect of the Servicing Fee pursuant to clause (b)(i) and has not retained such amounts pursuant to clause (c), to the Servicer (payable in arrears on each Settlement Date) in payment in full of the Purchasers' Share of accrued Servicing Fees so set aside, and (ii) if such distribution occurs on a Termination Day or on a day when the Purchased Interest exceeds 100%, first to the Purchasers ratably (based on their respective Portions of Capital funded thereby) in payment in full of all accrued Discount with respect to each Portion of Capital, second to the Purchasers ratably (based on their respective Portions of Capital funded thereby) in payment in full of Capital (or, if such day is not a Termination Day, the amount necessary to reduce the Purchased Interest to 100%), third, to the LC Collateral Account for the payment benefit of the LC Bank and the LC Participants, the amount necessary to cash collateralize the LC Participation Amount until the amount of cash collateral held in such LC Collateral Account equals the aggregate outstanding amount of the LC Participation Amount, fourth, to the Servicer in payment in full of all accrued Servicing Fees, and fifth, if the Capital and accrued Discount with respect to each Portion of Capital have been reduced to zero, and all accrued Servicing Fees payable to the Servicer have been paid in full, to the Purchasers ratably (based on their respective Portions of Capital funded thereby), the Administrator and any other Indemnified Party or Affected Person in payment in full of any other amounts owed thereto by the Seller hereunder. After the Capital, Discount, fees payable pursuant to the Fee Letter and Servicing Fees with respect to the Purchased Interest, and any other amounts payable by the Seller and the Servicer to the Purchasers, the Administrator or any other Indemnified Party or Affected Person hereunder, have been paid in full, and (on and after a Termination Day) after the LC Participation Amount has been cash collateralized in full, all additional Collections with respect to the Purchased Interest shall be paid to the Seller for its own account. (e) For the immediately preceding Interest Period purposes of this Section 1.4: (plusi) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, if applicablerejected, returned, repossessed or foreclosed goods or services, or any revision, cancellation, allowance, rebate, discount or other adjustment made by the Seller or any Affiliate of the Seller, or any setoff or dispute between the Seller or any Affiliate of the Seller and an Obligor, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer)reduction or adjustment; (ii) secondif on any day any of the representations or warranties in Section l(g) or (n) of Exhibit III is not true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in full; (iii) except as provided in clause (i) or (ii), or as otherwise required by applicable law or the relevant Contract, all Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific Receivables; and (iv) if and to the extent the Administrator or any Purchaser shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by the Administrator or such Purchaser but rather to have been retained by the Seller and, accordingly, the Administrator or such Purchaser, as the case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof (f) If at any time the Seller shall wish to cause the reduction of Capital (but not to commence the liquidation, or reduction to zero, of the entire Capital of the Purchased Interest), the Seller may do so as follows: (i) the Seller shall give the Administrator and the Servicer written notice in the form of Annex C (the "Paydown Notice") (A) at least two Business Days' prior to the date of such reduction for any reduction of Capital less than or equal to $20,000,000 and (B) at least five Business Days' prior to the date of such reduction for any reduction of Capital greater than $20,000,000, in each Lender case such notice shall include the amount of such reduction and other Credit Party the proposed date on which such reduction shall commence; (ratably, based ii) on the proposed date of the commencement of such reduction and on each day thereafter, the Servicer shall cause Collections not to be reinvested until the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to thereof not so reinvested shall equal the desired amount of reduction; and (iii) the Servicer shall hold such Lender and other Credit Party Collections in trust for the Purchaser, for payment to the Administrator on the next Settlement Date immediately preceding Interest following the current Settlement Period (including any additional amounts or indemnified amounts payable under Sections 4.03 such other date approved by the Administrator, and 13.01 Capital shall be deemed reduced in respect of such payments)the amount to be paid to the Administrator only when in fact finally so paid; provided, plus, if applicable, that the amount of any such Interest, Fees reduction shall be not less than $300,000 and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect shall be an integral multiple of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth in clause (x), (y) or (z) below, as applicable:$100,000.

Settlement Procedures. (a) So long as The Seller shall provide to the Administrative Agent has not taken exclusive dominion and control Servicer on a timely basis all information needed for the administration of the Collection Accounts pursuant Pool Receivables, including notice of the occurrence of any Termination Day and current computations of the Purchased Interest. (b) The Servicer shall, on each day on which Collections of Pool Receivables are received by the Seller or the Servicer, after payment in full of the Servicing Fee accrued and payable through such day: (i) set aside and hold (or cause the Seller to set aside and hold) in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator) for the benefit of each Purchaser Group, out of such Collections, first, an amount equal to the Aggregate Discount accrued through such day and not previously set aside and second, an amount equal to the Fees accrued and unpaid through such day, (ii) subject to Section 8.031.4(f), if such day is not a Termination Day, remit to the Seller, ratably, on behalf of each Purchaser Group, the remainder of such Collections. Such remainder shall, to the extent representing a return of the Aggregate Capital, ratably, according to each Purchaser’s Capital, be automatically reinvested in Pool Receivables and the Related Rights; provided, that if the Purchased Interest would exceed 100%, then the Servicer shall not remit such remainder to the Seller or reinvest it, but shall set aside and hold (or cause the Seller to set aside and hold) in trust for the benefit of the Secured Parties Purchasers (orand shall, if so requested by at the Administrative Agent during an Event request of Defaultthe Administrator, segregate in a separate account designated approved by the Administrative AgentAdministrator) a portion of such Collections that, together with the other Collections set aside pursuant to this clause (ii), shall equal the amount necessary to reduce the Purchased Interest to 100% (determined as if such Collections set aside had been applied to reduce the Aggregate Capital and then, if applicable, to cash collateralize the LC Participation Amount, at such time), which amount shall be deposited ratably to each Purchaser Agent’s account (for the benefit of its related Purchasers) or to the LC Collateral Account on the next Settlement Date in accordance with Section 1.4(c); provided, further, that in the case of any Purchaser that has provided notice (an “Exiting Notice”) to its Purchaser Agent of its refusal, pursuant to Section 1.22, to extend its Commitment hereunder (an “Exiting Purchaser”), then, such Collections shall not be reinvested and shall instead be held in trust for the benefit of such Purchaser and applied in accordance with clause (iii) below, (iii) if such day is a Termination Day or a day on which the Commitment of an Exiting Purchaser terminates, set aside and hold (or cause the Seller to set aside and hold) in trust (and shall, at the request of the Administrator, segregate in a separate account maintained and controlled approved by the Administrative Agent unless Administrator) for the Administrative Agent otherwise instructs ratable benefit of each Purchaser Group the entire remainder of such Collections (or, in the case of an Exiting Purchaser, an amount equal to such Purchaser’s ratable share of such Collections based on its sole discretionCapital; provided, that solely for the purpose of determining such Purchaser’s ratable share of such Collections, such Purchaser’s Capital shall be deemed to remain constant from the day on which the Commitment of such Exiting Purchaser terminates, until the date such Purchaser’s Capital has been paid in full; it being understood that if such day is also a Termination Day, such Exiting Purchaser’s Capital shall be recalculated taking into account amounts received by such Purchaser in respect of this parenthetical and thereafter Collections shall be set aside for such Purchaser ratably in respect of its Capital (as recalculated); provided, further, that if amounts are so set aside and held in trust on any Termination Day, such amounts shall, to the extent representing a return of Aggregate Capital, ratably in accordance with each Purchaser’s Capital, be reinvested in accordance with clause (ii) above on the next day to occur that is not a Termination Day (if any), and (iv) subject to Section 1.4(f), release to the Seller for application its own account any Collections in excess of: (x) the amounts that are required to be set aside or reinvested pursuant to clauses (i), (ii) and (iii) above plus (y) all other amounts then due and payable by the Seller under this Agreement to the Purchasers, the LC Bank, the Administrator and any other Indemnified Party or Affected Person. (c) The Servicer shall, in accordance with the priority of payments set forth below, all Collections on Pool Receivables that are actually received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided, however, that so long as each of the conditions precedent priorities set forth in Section 5.03 are satisfied 1.4(d) below, deposit into an account designated for each Purchaser by its Purchaser Agent, on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Sale and Contribution Agreement or (ii) amounts owing by the Borrower to the Originators under the Subordinated Loans (each such release, a “Release”). On each Settlement Date, so long as Collections held for such Purchaser pursuant to Sections 1.4(b)(i), (ii) and (iii) and Section 1.4(f). On or prior to the Administrative last day of each Calculation Period, each Purchaser Agent has not taken exclusive dominion and control will notify the Servicer by email communication or other electronic delivery of the Collections Accounts pursuant to amount of Discount and Fees accrued during such Calculation Period or portion thereof and payable on such date. (d) The Servicer shall distribute the amounts described in Section 8.031.4(b) on each Settlement Date, the Servicer (or, following its assumption of exclusive dominion and control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in the following order of priorityas follows: (i) if such distribution occurs on a Settlement Date that is not a Termination Day, that is not a day on which the Commitment of an Exiting Purchaser terminates and that is not a day on which the Purchased Interest exceeds 100%, to each Purchaser Agent ratably (based on the Discount and Fees accrued during the related Yield Period) (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of all accrued Discount and Fees with respect to the Purchasers within such Purchaser Agent’s Purchaser Group; it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably according to Discount and Fees owed to each such Purchaser; and (ii) if such distribution occurs on a Settlement Date that is a Termination Day, a day on which the Commitment of an Exiting Purchaser terminates or a day on which the Purchased Interest exceeds 100%: first, to each Purchaser Agent ratably (based on the Servicer Discount and Fees accrued during the related Yield Period) (for the payment benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of all accrued Servicing Discount and Fees payable with respect to the Purchasers within such Purchaser Agent’s Purchaser Group; second, to each Purchaser Agent ratably (based on the aggregate of the Capital of each Purchaser in such Purchaser Agent’s Purchaser Group) (for the immediately preceding Interest Period benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of (plusx) if such day is a Termination Day, each Purchaser’s Capital, (y) if applicablesuch day is not a Termination Day, the amount necessary to reduce the Purchased Interest to 100% or (z) if such day is not a Termination Day but is a day on which the Commitment of Servicing Fees payable for any prior Interest Period an Exiting Purchaser terminates, an amount equal to the extent Exiting Purchaser’s ratable share of the Collections set aside pursuant to Section 1.4(b)(iii) based on its Capital (determined as if such amount has not Collections had been distributed applied to reduce the Aggregate Capital); it being understood that each Purchaser Agent shall distribute the amounts described in clauses first and second of this clause (ii) to the ServicerPurchasers within its Purchaser Group ratably (based on Discount and Fees and Capital, respectively, owed to such Purchasers); third, to the LC Collateral Account for the benefit of the LC Bank and the LC Participants, the amount necessary to cash collateralize the LC Participation Amount (x) if such day is a Termination Day, until the amount of cash collateral held in such LC Collateral Account equals 100% of the LC Participation Amount or (y) if such day is not a Termination Day, the amount necessary to reduce the Purchased Interest to 100%; fourth, if all amounts required to be paid and deposited pursuant to preceding clauses first through third of this clause (ii) have been so paid and deposited in full, to each Purchaser Group ratably (based on the amounts payable to each) (for the benefit of the Purchasers within such Purchaser Group), the Administrator and any other Indemnified Party or Affected Person in payment in full of any other amounts owed thereto by the Seller or the Servicer hereunder; and fifth, to the Seller for its own account. (e) For the purposes of this Section 1.4: (i) if on any day the Outstanding Balance of any Pool Receivable is either (A) reduced or canceled as a result of (I) any defective, rejected, returned goods or services, any cash or other discount, or any failure by an Originator to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (II) any change in or cancellation of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Servicer or the Seller which reduces the amount payable by the Obligor on the related Receivable, (III) any rebates, warranties, allowances or charge-backs or (IV) any setoff or credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (B) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), in any such case, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction, adjustment, cancellation or dispute and shall, subject to Section 1.4(e)(v), (x) if such day is not a Termination Day, hold any and all such amounts in trust for the benefit of the Purchasers and their assigns and, on the following Settlement Date, apply such amounts in accordance with this Section 1.4 or (y) if such day is a Termination Day, within two (2) Business Days of such reduction or adjustment, pay any and all such amounts in respect thereof to a Lock-Box Account for the benefit of the Purchasers and their assigns and for application pursuant to this Section 1.4; (ii) secondif on any day any of the representations or warranties in Sections 1(j) or 3(a) of Exhibit III is not true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Collection of the full Outstanding Balance of such Pool Receivable and shall, subject to Section 1.4(e)(v), (x) if such day is not a Termination Day, hold any and all such amounts in trust for the benefit of the Purchasers and their assigns and, on the following Settlement Date, apply such amounts in accordance with this Section 1.4 or (y) if such day is a Termination Day, within two (2) Business Days, pay any and all such amounts in respect thereof to a Lock-Box Account for the benefit of the Purchasers and their assigns and for application pursuant to this Section 1.4 (Collections deemed to have been received pursuant to Sections 1.4(e)(i) or (ii) are hereinafter sometimes referred to as “Deemed Collections”); (iii) except as provided in Sections 1.4(e)(i) or (ii) or as otherwise required by applicable Law, the relevant Contract or the applicable Eligible Supporting Letter of Credit, all Collections received from a Payment Obligor of any Receivable shall be applied to the Receivables of the applicable Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless otherwise specified by the applicable Obligor; (iv) if and to the extent the Administrator, any Purchaser Agent or any Purchaser shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received by such Person but rather to have been retained by the Seller and, accordingly, such Person shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof; (v) if at any time before the Facility Termination Date the Seller is deemed to have received any Deemed Collection under Sections 1.4(e)(i) and (ii), so long as no Termination Day then exists, the Seller may satisfy its obligation to deliver the amount of such Deemed Collections to a Lock-Box Account by instead recalculating (or being deemed to have recalculated) the Purchased Interest by decreasing the Net Receivables Pool Balance by the amount of such Deemed Collections, so long as such adjustment does not cause the Purchased Interest to exceed 100%; and (vi) if at any time the Seller satisfies in full its obligations hereunder with respect to Deemed Collections (whether by payment to a Lock-Box Account and/or by reducing the Net Receivables Pool Balance), the Administrator (on behalf of the Purchaser Agents and the Purchasers) shall reconvey to the Seller its interest in the Pool Receivable(s) to which such Deemed Collection relates, without recourse and without any representation or warranty except that such Pool Receivable is free and clear of liens, security interests, charges and encumbrances created by the Administrator and thereafter the Seller shall not sell any interest in such Receivable to the Administrator (on behalf of the Purchaser Agents and the Purchasers). (f) If at any time the Seller wishes to cause the reduction of Aggregate Capital the Seller may do so as follows: (i) the Seller shall deliver to the Administrator, each Purchaser Agent and the Servicer a Paydown Notice at least two Business Days prior to the date of such reduction for any reduction of the Aggregate Capital, and each such Paydown Notice shall include, among other things, the amount of such proposed reduction and the proposed date on which such reduction will commence; (ii) on the proposed date of the commencement of such reduction and on each day thereafter, the Servicer shall cause Collections not to be reinvested until the amount thereof not so reinvested shall equal the desired amount of reduction; and (iii) the Servicer shall hold (or cause the Seller to set aside and hold) such Collections in trust for the benefit of each Purchaser ratably according to its Capital, for payment to each Lender and other Credit Party such Purchaser (ratably, based or its related Purchaser Agent for the benefit of such Purchaser) on the date specified in the Paydown Notice (or such other date as agreed to by the Administrator) and the Aggregate Capital (together with the Capital of each Purchaser) shall be deemed reduced in the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage Fees due to be paid to such Lender and other Credit Party Purchaser (or its related Purchaser Agent for the immediately preceding Interest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 13.01 in respect benefit of such payments)Purchaser) only when in fact finally so paid; provided, plus, if applicable, that: (A) the amount of any such Interestreduction (if not a reduction to zero) shall be an integral multiple of $100,000; and (B) with respect to any Portion of Capital, Fees the Seller shall choose a reduction amount, and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 4.03 and 11.01 in respect the date of such payments) payable for any prior Interest Period commencement thereof, so that to the extent practicable such amount has not been distributed to such Lender or Credit Party; (iii) third, as set forth reduction shall commence and conclude in clause (x), (y) or (z) below, as applicable:the same Yield Period.