Common use of Termination Date and Interim Liquidations Clause in Contracts

Termination Date and Interim Liquidations. On each Wednesday during any Interim Liquidation and on each day and after the Termination Date, the Collection Agent shall set aside and hold solely for the account of each Purchaser Agent, for the benefit of each Purchaser Group to the extent provided below, (or deliver to each Purchaser Agent, if so instructed pursuant to Section 3.2(a)) and for the account of the Agent, the Sold Interest in all Collections of Receivables subject to such Interim Liquidation received on such day and such Collections shall be allocated as follows: (i) first, ratably to each Purchaser Group until all Purchase Amounts of, and Discount due but not already paid to, each Purchaser Group under the Transaction Documents has been paid in full; and (ii) second, ratably to each Purchaser Group until all amounts owed under the Transaction Documents to such Purchaser Group have been paid in full. (iii) third, to the Agent until all amounts owed under the Transaction Documents to such Person have been paid in full; (iv) fourth, to each Purchaser Agent until all amounts owed under the Transaction Documents to such Persons have been paid in full; (v) fifth, to any other Person to whom any amounts are owed under the Transaction Documents until all such amounts have been paid in full; and (vi) sixth, to the Seller (or as otherwise required by applicable law). Unless an Interim Liquidation has ended by such date (in which case Reinvestment Purchases shall resume to the extent provided in Section 1.1(d)), on the last day of each Tranche Period (unless otherwise instructed by a Purchaser Agent pursuant to Section 3.2(a)), the Collection Agent shall pay to the appropriate parties, from such set aside Collections, all amounts allocated to such Tranche Period and all Tranche Periods that ended before such date that are due in accordance with the priorities in clauses (i) and (ii) above. No distributions shall be made to pay amounts under clauses (iii), (iv), (v), and (vi) above until sufficient Collections have been set aside to pay all amounts described in clause (i) that may become payable for all outstanding Tranche Periods. As provided in Section 1.4(c) all interest and other amounts payable hereunder other than Investment are payable by the Seller. If any part of the Sold Interest in any Collections is applied to pay any such amounts pursuant to this Section 2.3(b) and after giving effect to such application the Sold Interest is greater than 100%, the Seller shall pay to the Collection Agent the amount so applied to the extent necessary so that after giving effect to such payment the Sold Interest is no greater than 100%, for distribution as part of the Sold Interest in Collections.

Termination Date and Interim Liquidations. On each Wednesday day during any Interim Liquidation and on each day on and after the Termination Date, Date the Collection Agent shall set aside and hold solely for the account of each Purchaser Agent, for the benefit of each Purchaser Group to the extent provided below, (or deliver to each Purchaser Agent, if so instructed pursuant to Section 3.2(a)) and for the account of the Agent, the Sold Interest in Agent all Collections of Receivables subject to such Interim Liquidation received on such day and such Collections shall be allocated as follows: (i) first, ratably to each Purchaser Group the Collection Agent until all Purchase Amounts of, and Discount due but not already paid to, each Purchaser Group amounts owed to the Collection Agent under the Transaction Documents has Agreement have been paid in full; and; (ii) second, ratably to each Purchaser Group until all amounts owed under the Transaction Documents to such Investment of, CP Funding Costs and Discount and interest due but not already paid to, each Purchaser Group have been paid in full.; (iii) third, ratably to the Agent each Purchaser until all other amounts owed to such Purchaser under the Transaction Documents to such Person have been paid in full; (iv) fourth, to each Purchaser the Agent until all amounts owed under to the Transaction Documents to such Persons Agent (other than amounts owing the Agent in its role as a Purchaser Agent) have been paid in full; (v) fifth, to each Purchaser Agent until all other amounts owed to the Purchaser Agents under the Transaction Documents have been paid in full; (vi) sixth, to any other Person to whom any amounts are owed under the Transaction Documents until all such amounts have been paid in full; and (vivii) sixthseventh, to the Seller (or as otherwise required by applicable law). Unless an Interim Liquidation has ended by such date (in which case Reinvestment Purchases shall resume to the extent provided in Section 1.1(d1.1 (d)), on the last day of each Tranche Period (unless otherwise instructed by a Purchaser Agent pursuant to Section 3.2(a)), the Collection Agent shall pay to the appropriate parties, from such set aside Collections, all amounts allocated to such Tranche Period and all Tranche Periods that ended before such date that are due in accordance with the priorities in clauses (i) and (iii)-(iii) above. No distributions shall be made to pay amounts under clauses (iii), iv) — (iv), (v), and (vivii) above until sufficient Collections have been set aside to pay all amounts described in clause clauses (i) — (iii) that may become payable for all outstanding Tranche Periods. As provided in Section 1.4(c) all interest and other amounts payable hereunder other than Investment are payable All distributions by the SellerAgent or any Purchaser Agent shall be made ratably within each priority level in accordance with the respective amounts then due each Person included in such level unless otherwise agreed by the Agent and all Purchaser Agents. If any part of the Sold Interest in any Collections is applied to pay any such amounts pursuant to this Section 2.3(b) and after giving effect to such application the Sold Interest is greater than 100%, the Seller shall pay to the Collection Agent the amount so applied to the extent necessary so that after giving effect to such payment the Sold Interest is no greater than 100%, for distribution as part of the Sold Interest in Collections.

Termination Date and Interim Liquidations. On each Wednesday day during any Interim Liquidation and on each day on and after the Termination Date, the Collection Agent shall set aside and hold solely for the account of each Purchaser Agent, for the benefit of each Purchaser Group to the extent provided below, (or deliver to each Purchaser Agent, if so instructed pursuant to Section 3.2(a)) and for the account of the Agent, the Sold Interest in all Collections of Receivables subject to such Interim Liquidation received on such day and such Collections shall be allocated as follows: (i) first, ratably to each Purchaser Group the Collection Agent until all Purchase Amounts of, and Discount due but not already paid to, each Purchaser Group amounts owed to the Collection Agent under the Transaction Documents has Agreement have been paid in full; and; (ii) second, ratably to each Purchaser Group until all amounts owed under the Transaction Documents to such Investment of, and Discount and interest due but not already paid to, each Purchaser Group have has been paid in full.; (iii) third, ratably to the Agent such Purchaser Group until all other amounts owed to such Purchaser Group under the Transaction Documents to such Person have been paid in full; (iv) fourth, to each Purchaser the Agent until all amounts owed under to the Transaction Documents to such Persons Agent (other than amounts owing the Agent in its role as a Purchaser Agent) have been paid in full; (v) fifth, to each Purchaser Agent until all amounts owed to the Purchaser Agents under the Transaction Documents have been paid in full; (vi) sixth, to any other Person to whom any amounts are owed under the Transaction Documents until all such amounts have been paid in full; and (vivii) sixthseventh, to the Seller (or as otherwise required by applicable law). Unless an Interim Liquidation has ended by such date (in which case Reinvestment Purchases shall resume to the extent provided in Section 1.1(d)), on the last day of each Tranche Period (unless otherwise instructed by a Purchaser Agent pursuant to Section 3.2(a)), the Collection Agent shall pay to the appropriate parties, from such set aside Collections, all amounts allocated to such Tranche Period and all Tranche Periods that ended before such date that are due in accordance with the priorities in clauses (iii) and (iiiii) above. No distributions shall be made to pay amounts under clauses (iii), (iv), (v), (vi) and (vivii) above until sufficient Collections have been set aside to pay all amounts described in clause clauses (iii) and (iii) that may become payable for all outstanding Tranche Periods. As provided in Section 1.4(c) all interest and other amounts payable hereunder other than Investment are payable All distributions by the SellerAgent shall be made ratably within each priority level in accordance with the respective amounts then due each Person included in such level unless otherwise agreed by all Purchaser Agents. If any part of the Sold Interest in any Collections is applied to pay any such amounts amounts, payable hereunder that are obligations of the Seller pursuant to this Section 2.3(b1.4(b) and after giving effect to such application the Sold Interest is greater than 100%, the Seller shall pay for distribution in respect of each applicable Purchaser's Investment as part of the Sold Interest in Collections, to the Collection Agent the amount so applied to the extent necessary so that after giving effect to such payment the Sold Interest is no greater than 100%, for distribution as part of the Sold Interest in Collections.

Termination Date and Interim Liquidations. On each Wednesday day during any Interim Liquidation and on each day on and after the Termination Date, the Collection Agent shall set aside and hold solely for the account of each Purchaser Agent, for the benefit of each Purchaser Group to the extent provided below, (or deliver to each Purchaser Agent, if so instructed pursuant to Section 3.2(a)) and for the account of the Agent, the Sold Interest in all Collections of Receivables subject to such Interim Liquidation received on such day and such Collections shall be allocated as follows: (i) first, to the Collection Agent until all amounts owed to the Collection Agent under the Agreement have been paid in full; (ii) second, ratably to each Purchaser Purchase Group until all Purchase Amounts Investment of, and Discount and interest due but not already paid to, each Purchaser Group under the Transaction Documents has been paid in full; and (iiiii) secondthird, ratably to each such Purchaser Group until all other amounts owed to such Purchaser Group under the Transaction Documents to such Purchaser Group have been paid in full. (iiiiv) thirdfourth, to the Agent until all amounts owed under to the Transaction Documents to such Person have been paid Agent (other than amounts owing the Agent in full; (ivits role as a Purchaser Agent) fourth, to each Purchaser Agent until all amounts owed under the Transaction Documents to such Persons have been paid in full; (v) fifth, to each Purchaser Agent until all amounts owed to the Purchaser Agents under the Transaction Documents have been paid in full; (vi) sixth, to any other Person to whom any amounts are owed under the Transaction Documents until all such amounts have been paid in full; and (vivii) sixthseventh, to the Seller (or as otherwise required by applicable law). Unless an Interim Liquidation has ended by such date (in which case Reinvestment Purchases shall resume to the extent provided in Section 1.1(d)), on the last day of each Tranche Period (unless otherwise instructed by a Purchaser Agent pursuant to Section 3.2(a)), the Collection Agent shall pay to the appropriate parties, from such set aside Collections, all amounts allocated to such Tranche Period and all Tranche Periods that ended before such date that are due in accordance with the priorities in clauses (iii) and (iiiii) above. No distributions shall be made to pay amounts under clauses (iii), (iv), (v), (vi) and (vivii) above until sufficient Collections have been set aside to pay all amounts described in clause clauses (iii) and (iii) that may become payable for all outstanding Tranche Periods. As provided in Section 1.4(c) all interest and other amounts payable hereunder other than Investment are payable All distributions by the SellerAgent shall be made ratably within each priority level in accordance with the respective amounts then due each Person included in such level unless otherwise agreed by all Purchaser Agents. If any part of the Sold Interest in any Collections is applied to pay any such amounts amounts, payable hereunder that are obligations of the Seller pursuant to this Section 2.3(b1.4(b) and after giving effect to such application the Sold Interest is greater than 100%, the Seller shall pay for distribution in respect of each applicable Purchaser's Investment as part of the Sold Interest in Collections, to the Collection Agent the amount so applied to the extent necessary so that after giving effect to such payment the Sold Interest is no greater than 100%, for distribution as part of the Sold Interest in Collections.

Termination Date and Interim Liquidations. On each Wednesday day during any Interim Liquidation and on each day on and after the Termination Date, Date the Collection Agent shall set aside and hold solely for the account of each Purchaser Agent, for the benefit of each Purchaser Group to the extent provided below, (or deliver to each Purchaser Agent, if so instructed pursuant to Section 3.2(a)) and for the account of the Agent, the Sold Interest in Agent all Collections of Receivables subject to such Interim Liquidation received on such day and such Collections shall be allocated as follows: (i) first, ratably to each Purchaser Group the Collection Agent until all Purchase Amounts of, and Discount due but not already paid to, each Purchaser Group amounts owed to the Collection Agent under the Transaction Documents has Agreement have been paid in full; and; (ii) second, ratably to each Purchaser Group until all amounts owed under the Transaction Documents to such Investment of, CP Funding Costs and Discount and interest due but not already paid to, each Purchaser Group have been paid in full.; (iii) third, ratably to the Agent each Purchaser until all other amounts owed to such Purchaser under the Transaction Documents to such Person have been paid in full; (iv) fourth, to each Purchaser the Agent until all amounts owed under to the Transaction Documents to such Persons Agent (other than amounts owing the Agent in its role as a Purchaser Agent) have been paid in full; (v) fifth, to each Purchaser Agent until all other amounts owed to the Purchaser Agents under the Transaction Documents have been paid in full; (vi) sixth, to any other Person to whom any amounts are owed under the Transaction Documents until all such amounts have been paid in full; and (vivii) sixthseventh, to the Seller (or as otherwise required by applicable law). Unless an Interim Liquidation has ended by such date (in which case Reinvestment Purchases shall resume to the extent provided in Section 1.1(d)), on the last day of each Tranche Period (unless otherwise instructed by a Purchaser Agent pursuant to Section 3.2(a)), the Collection Agent shall pay to the appropriate parties, from such set aside Collections, all amounts allocated to such Tranche Period and all Tranche Periods that ended before such date that are due in accordance with the priorities in clauses (i) and (iii)-(iii) above. No distributions shall be made to pay amounts under clauses (iii), iv) — (iv), (v), and (vivii) above until sufficient Collections have been set aside to pay all amounts described in clause clauses (i) — (iii) that may become payable for all outstanding Tranche Periods. As provided in Section 1.4(c) all interest and other amounts payable hereunder other than Investment are payable All distributions by the SellerAgent or any Purchaser Agent shall be made ratably within each priority level in accordance with the respective amounts then due each Person included in such level unless otherwise agreed by the Agent and all Purchaser Agents. If any part of the Sold Interest in any Collections is applied to pay any such amounts pursuant to this Section 2.3(b) and after giving effect to such application the Sold Interest is greater than 100%, the Seller shall pay to the Collection Agent the amount so applied to the extent necessary so that after giving effect to such payment the Sold Interest is no greater than 100%, for distribution as part of the Sold Interest in Collections.

Termination Date and Interim Liquidations. On each Wednesday day during any Interim Liquidation and on each day on and after the Termination DateDate (unless the events giving rise to such Termination Date have been waived), the Collection Agent shall set aside and hold in trust solely for the account of each Purchaser the Agent, for the benefit of each Purchaser Group to the extent provided belowAgent and the Purchaser, (or deliver to each Purchaser the Agent, if so instructed pursuant to Section 3.2(a)) and for the account of the Agent, the Sold Interest in all Collections of Receivables subject to such Interim Liquidation received on such day and such Collections shall be allocated as followsin the following order: (i) first, ratably to each Purchaser Group until all Purchase Amounts of, and Discount due but not already paid to, each Purchaser Group under the Transaction Documents has been paid in full; and (ii) second, ratably to each Purchaser Group until all amounts owed under the Transaction Documents to such Purchaser Group have been paid in full. (iii) third, to the Agent until all amounts owed under to the Agent pursuant to the Transaction Documents to such Person have been paid in full; (ivii) fourthto the Purchaser until the Investment, to each Purchaser Agent until Discount and all amounts owed under to the Purchaser pursuant to the Transaction Documents to such Persons have been paid in full; (viii) fifthto the Collection Agent, the Collection Agent Fee and other amounts due and payable to the Collection Agent; (iv) to any other Person (other than the Seller, the Collection Agent or an Originator) to whom any amounts are owed under the Transaction Documents until all such amounts have been paid in full; and (viv) sixth, to the Seller (or as otherwise required by applicable law). Unless an Interim Liquidation has ended by such date (in which case Reinvestment Purchases shall resume to the extent provided in Section 1.1(d))date, on the last day of each Tranche Period (unless otherwise instructed by a Purchaser the Agent pursuant to Section 3.2(a)), the Collection Agent shall pay to deposit into the appropriate partiesAgent's Account (for the benefit of the Agent and the Purchaser), from such set aside Collections, all amounts allocated to such Tranche Period and all Tranche Periods that ended before such date that are due in accordance with the priorities in clauses (i) and (ii) above. No distributions shall be made to pay amounts under clauses (iii), ) and (iv), (v), and (vi) above until sufficient Collections have been set aside to pay all amounts described in clause clauses (i) and (ii) that may become payable for all then-outstanding Tranche Periods. As provided in Section 1.4(c) all interest and other amounts payable hereunder other than Investment are payable All distributions by the SellerAgent shall be made ratably within each priority level in accordance with the respective amounts then due each Person included in such level unless otherwise agreed by the Agent and the Purchaser. If any part of the Sold Purchase Interest in any Collections is applied to pay any such amounts payable hereunder that are recourse obligations of the Seller pursuant to this Section 2.3(b1.4(c) and after giving effect to such application the Sold Purchase Interest is greater than 100%, the Seller shall pay pay, as a recourse obligation for distribution as part of the Purchase Interest in Collections, to the Collection Agent the amount so applied to the extent necessary so that after giving effect to such payment the Sold Purchase Interest is no greater than 100%, for distribution as part of the Sold Interest Purchase in Collections.

Termination Date and Interim Liquidations. On each Wednesday day during any Interim Liquidation and on each day on and after the Termination Date, the Collection Agent shall set aside and hold solely for the account of each Purchaser Agent, for the benefit of each Purchaser Group to the extent provided below, (or deliver to each Purchaser Agent, if so instructed pursuant to Section 3.2(a)) and for the account of the Agent, the Sold Interest in all Collections of Receivables subject to such Interim Liquidation received on such day and such Collections shall be allocated as follows: (i) first, ratably to each Purchaser Group the Collection Agent until all Purchase Amounts of, and Discount due but not already paid to, each Purchaser Group amounts owed to the Collection Agent under the Transaction Documents has Agreement have been paid in full; and; (ii) second, ratably to each Purchaser Group until all amounts owed under the Transaction Documents to such Investment of, and Discount and interest due but not already paid to, each Purchaser Group have has been paid in full.; (iii) third, ratably to the Agent each Purchaser Group until all other amounts owed to such Purchaser Group under the Transaction Documents to such Person have been paid in full; (iv) fourth, to each Purchaser the Agent until all amounts owed under to the Transaction Documents to such Persons Agent (other than amounts owing the Agent in its role as a Purchaser Agent) have been paid in full; (v) fifth, to each Purchaser Agent until all amounts owed to the Purchaser Agents under the Transaction Documents have been paid in full; (vi) sixth, to any other Person to whom any amounts are owed under the Transaction Documents until all such amounts have been paid in full; and (vivii) sixthseventh, to the Seller (or as otherwise required by applicable law). Unless an Interim Liquidation has ended by such date (in which case Reinvestment Purchases shall resume to the extent provided in Section 1.1(d)), on the last day of each Tranche Period (unless otherwise instructed by a Purchaser Agent pursuant to Section 3.2(a)), the Collection Agent shall pay to the appropriate parties, from such set aside Collections, all amounts allocated to such Tranche Period and all Tranche Periods that ended before such date that are due in accordance with the priorities in clauses (iii) and (iiiii) above. No distributions shall be made to pay amounts under clauses (iii), (iv), (v), (vi) and (vivii) above until sufficient Collections have been set aside to pay all amounts described in clause clauses (iii) and (iii) that may become payable for all outstanding Tranche Periods. As provided in Section 1.4(c) all interest and other amounts payable hereunder other than Investment are payable All distributions by the SellerAgent or any Purchaser Agent shall be made ratably within each priority level in accordance with the respective amounts then due each Person included in such level unless otherwise agreed by all Purchaser Agents. If any part of the Sold Interest in any Collections is applied to pay any such amounts amounts, payable hereunder that are obligations of the Seller pursuant to this Section 2.3(b1.4(b) and after giving effect to such application the Sold Interest is greater than 100%, the Seller shall pay for distribution in respect of each applicable Purchaser's Investment as part of the Sold Interest in Collections, to the Collection Agent the amount so applied to the extent necessary so that after giving effect to such payment the Sold Interest is no greater than 100%, for distribution as part of the Sold Interest in Collections.

Termination Date and Interim Liquidations. On each Wednesday day during any Interim Liquidation and on each day on and after the Termination Date, Date the Collection Agent shall set aside and hold solely for the account of each Purchaser Agent, for the benefit of each Purchaser Group to the extent provided below, (or deliver to each Purchaser Agent, if so instructed pursuant to Section 3.2(a)) and for the account of the Agent, the Sold Interest in all Collections of Receivables subject to such Interim Liquidation received on such day and such Collections shall be allocated as follows: (i) firstFIRST, ratably to each Purchaser Purchase Group until all Purchase Amounts Investment of, and Discount and interest due but not already paid to, each Purchaser Group under the Transaction Documents has been paid in full; and (ii) secondSECOND, ratably to each such Purchaser Group until all amounts owed under the Transaction Documents to such Purchaser Group have been paid in full. (iii) thirdTHIRD, to the Agent until all amounts owed under to the Transaction Documents to such Person Agent (other than amounts owing the Agent in its role as a Purchaser Agent) have been paid in full; (iv) fourthFOURTH, to each Purchaser Agent until all amounts owed under the Transaction Documents to such Persons have been paid in full; (v) fifthFIFTH, to any other Person to whom any amounts are owed under the Transaction Documents until all such amounts have been paid in full; and (vi) sixthSIXTH, to the Seller (or as otherwise required by applicable law). Unless an Interim Liquidation has ended by such date (in which case Reinvestment Purchases shall resume to the extent provided in Section 1.1(d)), on the last day of each Tranche Period (unless otherwise instructed by a Purchaser Agent pursuant to Section 3.2(a)), the Collection Agent shall pay to the appropriate parties, from such set aside Collections, all amounts allocated to such Tranche Period and all Tranche Periods that ended before such date that are due in accordance with the priorities in clauses (i) and (ii) above. No distributions shall be made to pay amounts under clauses (iii), (iv), (v), and (vi) above until sufficient Collections have been set aside to pay all amounts described in clause (i) that may become payable for all outstanding Tranche Periods. All distributions by the Agent shall be made ratably within each priority level in accordance with the respective amounts then due each Person included in such level unless otherwise agreed by all Purchaser Agents. As provided in Section 1.4(c1.4(b) all Discount, interest and other amounts payable hereunder other than Investment are payable by the Seller. If any part of the Sold Interest in any Collections is applied to pay any such amounts pursuant to this Section 2.3(b) and after giving effect to such application the Sold Interest Matured Aggregate Investment PLUS the Aggregate Reserve is greater than 100%the Eligible Receivable Balance, the Seller shall pay to the Collection Agent the amount so applied to the extent necessary so that after giving effect to such payment the Sold Interest Aggregate Investment PLUS the Aggregate Reserve is no greater than 100%the Eligible Receivable Balance, for distribution as part of the Sold Interest in Collections.

Termination Date and Interim Liquidations. On each Wednesday day during any Interim Liquidation and on each day on and after the Termination Date, Date the Collection Agent shall set aside and hold solely for the account of each Purchaser Agent, for the benefit of each Purchaser Group to the extent provided below, (or deliver to each Purchaser Agent, if so instructed pursuant to Section 3.2(a)) and for the account of the Agent, the Sold Interest in all Collections of Receivables subject to such Interim Liquidation received on such day and such Collections shall be allocated as follows: (i) first, ratably to each Purchaser Group until all Purchase Amounts of, and Discount due but not already paid to, each Purchaser Group under the Transaction Documents has been paid in full; and (ii) second, ratably to each Purchaser Group until all amounts owed under the Transaction Documents to such Purchaser Group have been paid in full. (iii) third, to the Agent until all amounts owed under the Transaction Documents to such Person have been paid in full; (iv) fourth, to each Purchaser Agent until all amounts owed under the Transaction Documents to such Persons have been paid in full; (v) fifth, to any other Person to whom any amounts are owed under the Transaction Documents until all such amounts have been paid in full; and (vi) sixth, to the Seller (or as otherwise required by applicable law). Unless an Interim Liquidation has ended by such date (in which case Reinvestment Purchases shall resume to the extent provided in Section 1.1(d)), on the last day of each Tranche Period (unless otherwise instructed by a Purchaser Agent pursuant to Section 3.2(a)), the Collection Agent shall pay to the appropriate parties, from such set aside Collections, all amounts allocated to such Tranche Period and all Tranche Periods that ended before such date that are due in accordance with the priorities in clauses (i) and (ii) above. No distributions shall be made to pay amounts under clauses (iii), (iv), (v), and (vi) above until sufficient Collections have been set aside to pay all amounts described in clause (i) that may become payable for all outstanding Tranche Periods. As provided in Section 1.4(c) all interest and other amounts payable hereunder other than Investment are payable by the Seller. If any part of the Sold Interest in any Collections is applied to pay any such amounts pursuant to this Section 2.3(b) and after giving effect to such application the Sold Interest is greater than 100%, the Seller shall pay to the Collection Agent the amount so applied to the extent necessary so that after giving effect to such payment the Sold Interest is no greater than 100%, for distribution as part of the Sold Interest in Collections.

Termination Date and Interim Liquidations. On each Wednesday day during any Interim Liquidation and on each day on and after the Termination Date, the Collection Agent shall set aside and hold in trust solely for the account of each Purchaser Agent, for the benefit of each Purchaser Group to the extent provided belowAgent and the Purchasers, (or deliver to each Purchaser Agent, if so instructed pursuant to Section 3.2(a)) and for the account of the Agent, the Sold Interest in all Collections of Receivables subject to such Interim Liquidation received on such day and such Collections shall be allocated as followsin the following order: (i) first, ratably to each Purchaser Group the Agent until all Purchase Amounts out-of, and Discount due but not already paid to, each -pocket expenses owed to the Agent (other than in its capacity as a Purchaser Group under the Transaction Documents has Agent) have been paid in full; and; (ii) second, ratably to the Agent and each Purchaser Agent until all other amounts owed to the Agent and the Purchaser Agents have been paid in full; (iii) third, to each Purchaser Group until all amounts owed under the Transaction Documents to such Purchaser Group have been paid in full. (iii) third, to the Agent until all amounts owed under the Transaction Documents to such Person have been paid in full; (iv) fourth, to each Purchaser Agent until all amounts owed under the Transaction Documents to such Persons have been paid in full; (v) fifth, to any other Person (other than the Seller, the Collection Agent or an Originator) to whom any amounts are owed under the Transaction Documents until all such amounts have been paid in full; and (v) fifth, to the Collection Agent until all amounts owed to the Collection Agent under the Agreement have been paid in full; and (vi) sixth, to the Seller (or as otherwise required by applicable law)Seller. Unless an Interim Liquidation has ended by such date (in which case Reinvestment Purchases shall resume to the extent provided in Section 1.1(d)), on On the last day of each Tranche Period (unless otherwise instructed by a Purchaser the Agent pursuant to Section 3.2(a)), the Collection Agent shall pay to deposit into the appropriate partiesAgent's Account, from such set aside Collections, all amounts allocated to such Tranche Period and all Tranche Periods that ended before such date that are due in accordance with the priorities in clauses (i) and clause (ii) above. No distributions shall be made to pay amounts under clauses (iii), (iv), (v), and ) - (vi) above until sufficient Collections have been set aside to pay all amounts described in clause clauses (i) and (ii) that may become payable for all outstanding Tranche Periods. As provided in Section 1.4(c) all interest and other amounts payable hereunder other than Investment are payable All distributions by the SellerAgent or any Purchaser Agent shall be made ratably within each priority level in accordance with the respective amounts then due each Person included in such level unless otherwise agreed by all Purchaser Agents. If any part of the Sold Interest in any Collections is applied to pay any such amounts payable hereunder that are recourse obligations of the Seller pursuant to this Section 2.3(b1.4(c) and after giving effect to such application the Sold Interest is greater than 100100.0%, the Seller shall pay pay, as a recourse obligation for distribution in respect of each applicable Purchaser's Investment as part of the Sold Interest in Collections, to the Collection Agent the amount so applied to the extent necessary so that after giving effect to such payment the Sold Interest is no greater than 100100.0%, for distribution as part of the Sold Interest in Collections.

Termination Date and Interim Liquidations. On each Wednesday day during any Interim Liquidation and on each day on and after the Termination DateDate (unless the events giving rise to such Termination Date have been waived), the Collection Agent shall set aside and hold in trust solely for the account of each Purchaser the Agent, for the benefit of each Purchaser Group to the extent provided belowAgent and the Purchaser, (or deliver to each Purchaser the Agent, if so instructed pursuant to Section 3.2(a)) and for the account of the Agent, the Sold Interest in all Collections of Receivables subject to such Interim Liquidation received on such day and such Collections shall be allocated as followsin the following order: (i) firstto the Agent, ratably to each Purchaser Group until all Purchase Amounts of, fees and Discount due but not already paid to, each Purchaser Group under other amounts owed to the Agent pursuant to the Transaction Documents has been paid in full; and (ii) second, ratably to each Purchaser Group until all amounts owed under the Transaction Documents to such Purchaser Group have been paid in full. (iii) third, to the Agent until all amounts owed under the Transaction Documents to such Person have been paid in full; (ivii) fourth, to each the Purchaser Agent until all amounts Discount owed under to the Purchaser pursuant to the Transaction Documents have been paid in full; (iii) to such Persons the Collection Agent, the Collection Agent Fee due and payable to the Collection Agent; (iv) to the Purchaser until the Investment and all other amounts owed to the Purchaser pursuant to the Transaction Documents have been paid in full; (v) fifthto the Collection Agent, any amounts other than the Collection Agent Fee due and payable to the Collection Agent; (vi) to any other Person (other than the Seller, the Collection Agent or an Originator) to whom any amounts are owed under the Transaction Documents until all such amounts have been paid in full; and (vivii) sixth, to the Seller (or as otherwise required by applicable law)Seller, all remaining funds. Unless an Interim Liquidation has ended by such date (in which case Reinvestment Purchases shall resume to the extent provided in Section 1.1(d))date, on the last day of each Tranche Period or if a Tranche Period is one day, on such day (unless otherwise instructed by a Purchaser the Agent pursuant to Section 3.2(a)), the Collection Agent shall pay to deposit into the appropriate partiesAgent’s Account (for the benefit of the Agent and the Purchaser), from such set aside Collections, all amounts allocated to such Tranche Period and all any amounts that remain unpaid from Tranche Periods that ended before such date that are due in accordance with the priorities in clauses (i) and (ii) abovedate. No distributions shall be made to pay amounts under clauses (iii), (iv), ) and (v), and (vi) above until sufficient Collections have been set aside to pay all amounts described in clause clauses (i) and (ii) that may become payable for all then-outstanding Tranche Periods. As provided in Section 1.4(c) all interest and other amounts payable hereunder other than Investment are payable All distributions by the Seller. If any part of Agent shall be made ratably within each priority level in accordance with the Sold Interest respective amounts then due each Person included in any Collections is applied to pay any such amounts pursuant to this Section 2.3(b) level unless otherwise agreed by the Agent and after giving effect to such application the Sold Interest is greater than 100%, the Seller shall pay to the Collection Agent the amount so applied to the extent necessary so that after giving effect to such payment the Sold Interest is no greater than 100%, for distribution as part of the Sold Interest in CollectionsPurchaser.

Termination Date and Interim Liquidations. On each Wednesday day during any Interim Liquidation and on each day on and after the Termination Date, the Collection Administrator (or, if the Agent is then in control of any Collections, by the Agent) shall set aside and hold in trust solely for the account of each Purchaser the Agent, for the benefit of each Purchaser Group to the extent provided below, Agent and the Purchasers (or deliver to each Purchaser the Agent, if so instructed pursuant to Section 3.2(a)) and for the account of the Agent, the Sold Interest in all Collections of Receivables subject to such Interim Liquidation received on such day and such Collections shall be allocated as follows: (i) first, ratably to each Purchaser Group the Servicer until all Purchase Amounts of, amounts then due and Discount due but not already paid to, each Purchaser Group payable to the Servicer under this Agreement and the Transaction Documents has have been paid in full; andfull (except for any Additional Servicing Fee then due and owing); (ii) second, ratably to each Purchaser Group until all amounts owed under the Transaction Documents to such Purchaser Group have been paid in full.Administrator, any Liability Management Fee then due and payable; (iii) third, to the Agent until all amounts reasonable costs of collection, administration and enforcement of this Agreement owed under to the Transaction Documents to such Person Agent for its own account have been paid in full; (iv) fourth, ratably to each Purchaser Agent the Purchasers, pro rata, until all amounts Fees, Investment, Funding Charges, if any, and Discount owed under the Transaction Documents but not already paid to such Persons Purchasers have been paid in full; (v) fifth, to the Seller, all Incidental Expenses then due and payable; (vi) sixth, to any other Person (other than the Seller, any Originator, the Administrator or the Servicer) to whom any amounts are owed under the Transaction Documents until all such amounts have been paid in full; (vii) seventh, to the Seller for delivery to the respective Originator the outstanding Deferred Purchase Prices; and (viviii) sixtheighth, to the Seller (or as otherwise required by applicable law)Servicer, any Additional Servicing Fee. Unless an Interim Liquidation has ended by such date (in which case Reinvestment Purchases shall resume to the extent provided in Section 1.1(d)), on On the last day of each Tranche Period (unless otherwise instructed by a Purchaser the Agent pursuant to Section 3.2(a)), the Collection Agent Administrator shall pay to arrange for the appropriate partiesdeposit into the Agent's Account, from such set aside Collections, all amounts Investment, Funding Charges and Discount allocated to such Tranche Period and all Tranche Periods that ended before such date that are due payable in accordance with the priorities in clauses clause (i) and (iiiv) above. No distributions shall will be made to pay amounts under clauses (iii), v) - (iv), (v), and (viix) above until sufficient Collections have been set aside to pay all outstanding amounts described in clause clauses (i) that may become payable for all outstanding Tranche Periods- (iv). As provided in Section 1.4(c) all interest and All other amounts payable hereunder other than Investment are payable described in clauses (i) - (iv) above shall be paid when due. All distributions by the SellerAgent shall be made ratably within each priority level in accordance with the respective amounts then due each Person included in such level unless otherwise agreed by the Agent and each Purchaser Group. If any part of the Sold Interest in any Collections to be applied to the Cash Purchase Prices of the Purchaser Groups is applied to pay any such amounts payable hereunder that are recourse obligations of the Seller pursuant to this Section 2.3(b1.4(c) and after giving effect to such application (i) the Sold Interest Net Receivables Balance plus the Undistributed Collections, is greater less than 100%(ii) the sum of the Aggregate Investment plus the Aggregate Reserve, the Seller shall pay pay, as a recourse obligation for distribution in respect of each applicable Purchaser's Investment as part of the Collections, to the Collection Agent Servicer the amount so applied to the extent necessary so that after giving effect to such payment (i) the Sold Interest is no greater than 100%Net Receivables Balance plus the Undistributed Collections does not exceed (ii) the Aggregate Investment plus the Aggregate Reserve. Notwithstanding anything contained above to the contrary, for distribution as part all Collections constituting Insurance Payments shall be applied to the portion of the Sold Interest in CollectionsAggregate Investment (including accrued Discount thereon) made hereunder to the Seller that relates to the Receivable for which a claim under the Policy has been made.