Common use of Shared Collections Clause in Contracts

Shared Collections. (a) On each Distribution Date, (i) the Servicer shall allocate Shared Principal Collections to each Principal Sharing Series, pro rata, in proportion to the Principal Shortfalls, if any, with respect to each such Series and (ii) the Servicer shall withdraw from the Collection Account and pay to the Holders of the Transferor Certificates an amount equal to the excess, if any, of (x) the aggregate amount for all outstanding Series of Collections of Principal Receivables which the related Supplements or this Agreement specify are to be treated as "Shared Principal Collections" for such Distribution Date over (y) the aggregate amount for all outstanding Principal Sharing Series which the related Supplements specify are "Principal Shortfalls" for such Distribution Date; PROVIDED, HOWEVER, that if, on any Distribution Date the Transferor Amount is less than or equal to the Required Transferor Amount or if an amount equal to the product of (i) the aggregate amount of Principal Receivables and (ii) one minus the Discount Percentage is less than the Required Principal Balance, the Servicer will not distribute to the Holders of the Transferor Certificates any Shared Principal Collections that otherwise would be distributed to the Holders of the Transferor Certificates but shall deposit such funds in the Excess Funding Account. (b) On each Distribution Date, (i) the Servicer shall allocate Excess Finance Charge Collections (as described below) to each Excess Allocation Series pro rata, in proportion to the Finance Charge Shortfalls (as described below), if any, with respect to each such Series and (ii) the Servicer shall withdraw from the Collection Account and pay to the Holders of the Transferor Certificates an amount equal to the excess, if any, of (x) the aggregate amount for all outstanding Series of Collections of Finance Charge Receivables which the related Supplements specify are to be treated as "Excess Finance Charge Collections" for such Distribution Date over (y) the aggregate amount for all outstanding Series which the related Supplements specify are "Finance Charge Shortfalls" for such Series and such Distribution Date; PROVIDED, HOWEVER, that the sharing of Excess Finance Charge Collections among Series will continue only until such time, if any, at which the Transferror shall deliver to the Trustee an Officer's Certificate to the effect that, in the reasonable belief the Transferor the continued sharing of Excess Finance Charge Collections among Series would have adverse regulatory implications with respect to the Transferor. Following the delivery by the Transferor of such an Officer's Certificate to the Trustee there will not be any further sharing of Excess Finance Charge Collections among Series. (c) The Servicer will determine the amount of Collections of Finance Charge Receivables for any Monthly Period allocated to the Transferor's Interest but not due to the Holder of any Supplemental Certificate and other amounts otherwise payable to the Transferor with respect to Collections of Finance Charge Receivables regardless of whether such collections were initially allocated to the Transferor or any Series (the "Excess Transferor Finance Charge Collections") and such Excess Transferor Finance Charge Collections shall be applied to cover any Finance Charge Shortfalls in each Series entitled to Excess Transferor Finance Charge Collections, pro rata, based upon the amount of the Finance Charge Shortfall, if any of each such Series (in each case after giving effect to the application of Excess Finance Charge Collections, if any, to such Series). In all cases, any Excess Transferor Finance Charge Collections remaining after covering shortfalls with respect to all designated Series will be treated as Shared Transferor Principal Collections. (d) The Servicer will determine the amount of Collections of Principal Receivables for any Monthly Period allocated to the Transferor's Interest but not due to the Holder of any Supplemental Certificate and other amounts payable to the Transferor with respect to collections of Principal Receivables, regardless of whether such Collections were initially allocated to the Transferor or any Series, plus the amount of Excess Transferor Finance Charge Collections remaining after application to each Series to cover Finance Charge Shortfalls as provided in subsection 4.04(c) above (collectively, "Shared Transferor Principal Collections"). The Servicer will allocate the Shared Transferor Principal Collections to cover any Principal Shortfalls that have not been covered out of the Shared Principal Collections allocated to each Series that has been designated in the applicable Supplement as being entitled to receive Shared Transferor Principal Collections. If Principal Shortfalls remaining after the application of Shared Principal Collections exceed Shared Transferor Principal Collections for any Monthly Period, Shared Transferor Principal Collections will be allocated pro rata among each Series which in accordance with the Supplement for such Series is designated as being entitled to received Shared Transferor Principal Collections, and the balance will be paid to the Holder of the Transferor Certificate.

Shared Collections. (a) On each Distribution Date, (i) the Servicer shall allocate Shared Principal Collections to each Principal Sharing Series, pro rata, in proportion to the Principal Shortfalls, if any, with respect to each such Series and (ii) the Servicer shall withdraw from the Collection Account and pay to the Holders of the Transferor Certificates an amount equal to the excess, if any, of (x) the aggregate amount for all outstanding Series of Collections of Principal Receivables which the related Supplements or this Agreement specify are to be treated as "Shared Principal Collections" for such Distribution Date over (y) the aggregate amount for all outstanding Principal Sharing Series which the related Supplements specify are "Principal Shortfalls" for such Distribution Date; PROVIDEDprovided, HOWEVERhowever, that if, on any Distribution Date the Transferor Amount is less than or equal to the Required Transferor Amount or if an amount equal to the product of (i) the aggregate amount of Principal Receivables and (ii) one minus the Discount Percentage is less than the Required Principal BalanceAmount, the Servicer will not distribute to the Holders of the Transferor Certificates any Shared Principal Collections that otherwise would be distributed to the Holders of the Transferor Certificates but shall deposit such funds in the Excess Funding Account. Notwithstanding the foregoing, a Group of Series may specify in their related Supplement that Shared Principal Collections from such Series shall be allocated as provided above but only among the Series in such Group. (b) On each Distribution Date, (i) the Servicer shall allocate Excess Finance Charge Collections (as described below) to each Excess Allocation Series pro rata, in proportion to the Finance Charge Shortfalls (as described below), if any, with respect to each such Series and (ii) the Servicer shall withdraw from the Collection Account and pay to the Holders of the Transferor Certificates an amount equal to the excess, if any, of (x) the aggregate amount for all outstanding Series of Collections of Finance Charge Receivables which the related Supplements specify are to be treated as "Excess Finance Charge Collections" for such Distribution Date over (y) the aggregate amount for all outstanding Series which the related Supplements specify are "Finance Charge Shortfalls" for such Series and such Distribution Date; PROVIDED, HOWEVER, . A Group of Series may specify in their related Supplement that the sharing of Excess Finance Charge Collections among from such Series will continue only until such time, if any, at which the Transferror shall deliver to the Trustee an Officer's Certificate to the effect that, in the reasonable belief the Transferor the continued sharing of Excess Finance Charge Collections among Series would have adverse regulatory implications with respect to the Transferor. Following the delivery by the Transferor of such an Officer's Certificate to the Trustee there will not be any further sharing of Excess Finance Charge Collections among Series. (c) The Servicer will determine the amount of Collections of Finance Charge Receivables for any Monthly Period allocated to the Transferor's Interest but not due to the Holder of any Supplemental Certificate and other amounts otherwise payable to the Transferor with respect to Collections of Finance Charge Receivables regardless of whether such collections were initially allocated to the Transferor or any Series (the "Excess Transferor Finance Charge Collections") and such Excess Transferor Finance Charge Collections shall be applied to cover any Finance Charge Shortfalls in each Series entitled to Excess Transferor Finance Charge Collections, pro rata, based upon the amount of the Finance Charge Shortfall, if any of each such Series (in each case after giving effect to the application of Excess Finance Charge Collections, if any, to such Series). In all cases, any Excess Transferor Finance Charge Collections remaining after covering shortfalls with respect to all designated Series will be treated as Shared Transferor Principal Collections. (d) The Servicer will determine the amount of Collections of Principal Receivables for any Monthly Period allocated to the Transferor's Interest but not due to the Holder of any Supplemental Certificate and other amounts payable to the Transferor with respect to collections of Principal Receivables, regardless of whether such Collections were initially allocated to the Transferor or any Series, plus the amount of Excess Transferor Finance Charge Collections remaining after application to each Series to cover Finance Charge Shortfalls as provided above but only among the Series in subsection 4.04(c) above (collectively, "Shared Transferor Principal Collections"). The Servicer will allocate the Shared Transferor Principal Collections to cover any Principal Shortfalls that have not been covered out of the Shared Principal Collections allocated to each Series that has been designated in the applicable Supplement as being entitled to receive Shared Transferor Principal Collections. If Principal Shortfalls remaining after the application of Shared Principal Collections exceed Shared Transferor Principal Collections for any Monthly Period, Shared Transferor Principal Collections will be allocated pro rata among each Series which in accordance with the Supplement for such Series is designated as being entitled to received Shared Transferor Principal Collections, and the balance will be paid to the Holder of the Transferor CertificateGroup.

Shared Collections. (a) On each Distribution Date, (i) the Servicer shall allocate Shared Principal Collections to each Principal Sharing Series, pro rata, in proportion to the Principal Shortfalls, if any, with respect to each such Series and (ii) the Servicer shall withdraw from the Collection Account and pay to the Holders of the Transferor Certificates an amount equal to the excess, if any, of (x) the aggregate amount for all outstanding Series of Collections of Principal Receivables which the related Supplements or this Agreement specify are to be treated as "Shared Principal Collections" for such Distribution Date over (y) the aggregate amount for all outstanding Principal Sharing Series which the related Supplements specify are "Principal Shortfalls" for such Distribution Date; PROVIDEDprovided, HOWEVERhowever, that if, on any Distribution Date the Transferor Amount is less than or equal to the Required Transferor Amount or if an amount equal to the product of (i) the aggregate amount of Principal Receivables and (ii) one minus the Discount Percentage is less than the Required Principal Balance, the Servicer will not distribute to the Holders of the Transferor Certificates any Shared Principal Collections that otherwise would be distributed to the Holders of the Transferor Certificates but shall deposit such funds in the Excess Funding Account. Notwithstanding the foregoing, a Group of Series may specify in their related Supplement that Shared Principal Collections from such Series shall be allocated as provided above but only among the Series in such Group. (b) On each Distribution Date, (i) the Servicer shall allocate Excess Finance Charge Collections (as described below) to each Excess Allocation Series pro rata, in proportion to the Finance Charge Shortfalls (as described below), if any, with respect to each such Series and (ii) the Servicer shall withdraw from the Collection Account and pay to the Holders of the Transferor Certificates an amount equal to the excess, if any, of (x) the aggregate amount for all outstanding Series of Collections of Finance Charge Receivables which the related Supplements specify are to be treated as "Excess Finance Charge Collections" for such Distribution Date over (y) the aggregate amount for all outstanding Series which the related Supplements specify are "Finance Charge Shortfalls" for such Series and such Distribution Date; PROVIDEDprovided, HOWEVERhowever, that the sharing of Excess Finance Charge Collections among Series will continue only until such time, if any, at which the Transferror Transferor shall deliver to the Trustee an Officer's Certificate to the effect that, in the reasonable belief of the Transferor the continued sharing of Excess Finance Charge Collections among Series would have adverse regulatory implications with respect to the Transferor. Following the delivery by the Transferor of such an Officer's Certificate to the Trustee there will not be any further sharing of Excess Finance Charge Collections among Series. Notwithstanding the foregoing, a Group of Series may specify in their related Supplement that Excess Finance Charge Collections from such Series shall be allocated as provided above but only among the Series in such Group. (c) The Servicer will determine the amount of Collections of Finance Charge Receivables for any Monthly Period allocated to the Transferor's Interest but not due to the Holder of any Supplemental Certificate and other amounts otherwise payable to the Transferor with respect to Collections of Finance Charge Receivables regardless of whether such collections were initially allocated to the Transferor or any Series (the "Excess Transferor Finance Charge Collections") and such Excess Transferor Finance Charge Collections shall be applied to cover any Finance Charge Shortfalls in each Series entitled to Excess Transferor Finance Charge Collections, pro rata, based upon the amount of the Finance Charge Shortfall, if any of each such Series (in each case after giving effect to the application of Excess Finance Charge Collections, if any, to such Series). In all cases, any Excess Transferor Finance Charge Collections remaining after covering shortfalls with respect to all designated Series will be treated as Shared Transferor Principal Collections. (d) The Servicer will determine the amount of Collections of Principal Receivables for any Monthly Period allocated to the Transferor's Interest but not due to the Holder of any Supplemental Certificate and other amounts payable to the Transferor with respect to collections of Principal Receivables, regardless of whether such Collections were initially allocated to the Transferor or any Series, plus the amount of Excess Transferor Finance Charge Collections remaining after application to each Series to cover Finance Charge Shortfalls as provided in subsection 4.04(c) above (collectively, "Shared Transferor Principal Collections"). The Servicer will allocate the Shared Transferor Principal Collections to cover any Principal Shortfalls that have not been covered out of the Shared Principal Collections allocated to each Series that has been designated in the applicable Supplement as being entitled to receive Shared Transferor Principal Collections. If Principal Shortfalls remaining after the application of Shared Principal Collections exceed Shared Transferor Principal Collections for any Monthly Period, Shared Transferor Principal Collections will be allocated pro rata among each Series which in accordance with the Supplement for such Series is designated as being entitled to received Shared Transferor Principal Collections, and the balance will be paid to the Holder of the Transferor Certificate.Shared

Shared Collections. (a) On each Distribution DateIf, (i) at any time, and in the Servicer shall allocate Shared manner described in the related Series Supplement, Collections allocated to Principal Collections Loan Receivables that are allocated to each Principal Sharing Series, pro rata, in proportion such Series are not needed to make payments to the Principal Shortfalls, if any, with respect to each Secured Parties of such Series and (ii) the Servicer shall withdraw from the Collection Account and pay to the Holders of the Transferor Certificates an amount equal to the excess, if any, of (x) the aggregate amount for all outstanding Series of Collections of Principal Receivables which the related Supplements or this Agreement specify are required to be treated as "Shared Principal Collections" for such Distribution Date over (y) the aggregate amount for all outstanding Principal Sharing Series which the related Supplements specify are "Principal Shortfalls" for such Distribution Date; PROVIDED, HOWEVER, that if, on any Distribution Date the Transferor Amount is less than or equal to the Required Transferor Amount or if an amount equal to the product of (i) the aggregate amount of Principal Receivables and (ii) one minus the Discount Percentage is less than the Required Principal Balance, the Servicer will not distribute to the Holders of the Transferor Certificates any Shared Principal Collections that otherwise would be distributed to the Holders of the Transferor Certificates but shall deposit such funds deposited in the Excess Funding Account. (b) On each Distribution Date, (i) the Servicer shall allocate Excess Finance Charge Collections (as described below) to each Excess Allocation Series pro rata, in proportion to the Finance Charge Shortfalls (as described below), if any, with respect to each such Series and (ii) the Servicer shall withdraw from the Collection a Payment Account and pay to the Holders of the Transferor Certificates an amount equal to the excess, if any, of (x) the aggregate amount for all outstanding Series of Collections of Finance Charge Receivables which the related Supplements specify are to be treated as "Excess Finance Charge Collections" for such Distribution Date over (y) the aggregate amount for all outstanding Series which the related Supplements specify are "Finance Charge Shortfalls" for such Series and such Distribution Date; PROVIDED, HOWEVER, that the sharing of Excess Finance Charge Collections among Series will continue only until such time, if any, at which the Transferror shall deliver but are available to be paid to the Trustee an Officer's Certificate to the effect thatIssuer, in the reasonable belief the Transferor the continued sharing of Excess Finance Charge such Collections among Series would have adverse regulatory implications with respect to the Transferor. Following the delivery by the Transferor of such an Officer's Certificate to the Trustee there will not be any further sharing of Excess Finance Charge Collections among Series. (c) The Servicer will determine the amount of Collections of Finance Charge Receivables for any Monthly Period allocated to the Transferor's Interest but not due to the Holder of any Supplemental Certificate and other amounts otherwise payable to the Transferor with respect to Collections of Finance Charge Receivables regardless of whether such collections were initially allocated to the Transferor or any Series (the "Excess Transferor Finance Charge Collections") and such Excess Transferor Finance Charge Collections shall may be applied to cover any Finance Charge Shortfalls in each Series entitled payments due to Excess Transferor Finance Charge Collections, pro rata, based upon or for the amount benefit of the Finance Charge Shortfall, if any Secured Parties of each such another Series (“Shared Collections”), unless at such time an OC Loan Facility is outstanding that has not been paid in full. The Master Trust Administrator shall inform the Trustee, the Servicer and the Noteholders that Shared Collections are no longer available if payment obligations become due and payable under an OC Loan Facility that has been entered into by BCC with an OC Lender (“Shared Collection Suspension Event”). Following such notification of the occurrence of a Shared Collection Suspension Event Shared Collections shall no longer be available for allocation to any Series effective for the next Settlement Period following the receipt of such written notice of the Master Trust Administrator and for each case after giving effect Settlement Period thereafter; provided, that the Servicer shall have received such notice at least five (5) Business Days prior to the application first day of Excess Finance Charge Collectionssuch Settlement Period, if anyand otherwise for the next following Settlement Period. The suspension of Shared Collections shall be reflected in the Servicer’s Certificate. The Master Trust Administrator shall inform the Trustee, to such Series)the Servicer and the Noteholders in writing within two (2) Business Days after all payment obligations under an OC Loan Facility have been fully paid and the date paid in full. In such notice the Master Trust Administrator shall specify if other OC Loan Facilities are still outstanding or if all casesOC Loan Facilities have been paid in full. Upon receipt of a written notice from the Master Trust Administrator pursuant to which all outstanding OC Facilities have been paid in full as of the final pay-off date in such notice (“Shared Collection Reinstatement Event”), any Excess Transferor Finance Charge Shared Collections remaining after covering shortfalls with respect shall be available again for allocation effective for the Settlement Period in which the Master Trust Administrator notifies the Trustee and the Servicer of such Shared Collection Reinstatement Event. The Shared Collection Reinstatement Event shall be reflected in the Servicer’s Certificate. Any such reallocation of Shared Collections will not result in a reduction in the Investor Interest of the Series to all designated Series will be treated as Shared Transferor Principal Collections. (d) The Servicer will determine the amount of Collections of Principal Receivables for any Monthly Period allocated to the Transferor's Interest but not due to the Holder of any Supplemental Certificate and other amounts payable to the Transferor with respect to collections of Principal Receivables, regardless of whether which such Collections were initially allocated to the Transferor or any Series, plus the amount of Excess Transferor Finance Charge Collections remaining after application to each Series to cover Finance Charge Shortfalls as provided in subsection 4.04(c) above (collectively, "Shared Transferor Principal Collections"). The Servicer will allocate the Shared Transferor Principal Collections to cover any Principal Shortfalls that have not been covered out of the Shared Principal Collections allocated to each Series that has been designated in the applicable Supplement as being entitled to receive Shared Transferor Principal Collections. If Principal Shortfalls remaining after the application of Shared Principal Collections exceed Shared Transferor Principal Collections for any Monthly Period, Shared Transferor Principal Collections will be allocated pro rata among each Series which in accordance with the Supplement for such Series is designated as being entitled to received Shared Transferor Principal Collections, and the balance will be paid to the Holder of the Transferor Certificateallocated.