Common use of Application of Collections Clause in Contracts

Application of Collections. (a) For the purposes of this Agreement, as of the close of business on the last day of each Collection Period, all collections received pursuant to Section 4.2 for such Collection Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the Servicer, in the case of (i) a Simple Interest Receivable that is a Standard Receivable, to interest and principal on the Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made by the Servicer with respect to such Last Scheduled Payment and fourth, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payahead. (b) All Liquidation Proceeds and any Recoveries, and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect to any Final Payment Receivable be applied first to accrued but unpaid interest thereon, second, to the Level Pay Balance of such Receivable and third, to the principal portion of the related Last Scheduled Payment.

Application of Collections. (a) For the purposes of this Agreement, as of the close of business on the last day of each Collection Period, all collections received pursuant to Section 4.2 for such Collection Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the Servicer, in the case of (i) a Simple Interest Receivable that is a Standard Receivable, to interest and principal on the Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Balloon Payment Receivable or a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made by the Servicer with respect to such Last Scheduled Payment and fourth, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payahead. (b) All Liquidation Proceeds and any Recoveries, and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect to any Balloon Payment Receivable or Final Payment Receivable be applied first to accrued but unpaid interest thereon, second, to the Level Pay Balance of such Receivable and third, to the principal portion of the related Last Scheduled Payment.

Application of Collections. (a) For the purposes of this Agreement, as of the close of business on the last day of each Collection Period, all collections received pursuant to Section 4.2 for such Collection a Monthly Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the ServicerServicer as follows: (a) With respect to each Receivable, payments by or on behalf of the Obligor thereof (other than of Supplemental Servicing Fees with respect to such Receivable, to the extent collected) shall be applied to interest and principal with respect to such Receivable in accordance with the case terms of such Receivable. With respect to each Liquidated Receivable, Liquidation Proceeds shall be applied to interest and principal with respect to such Receivable in accordance with the terms of such Receivable, and then to any Insurance Add-On Amount due and payable with respect to such Receivable. The Servicer shall not be entitled to any Supplemental Servicing Fees with respect to a Liquidated Receivable. (ib) a Simple Interest With respect to each Receivable that is has become a Standard ReceivablePurchased Receivable on any Deposit Date, the Purchase Amount shall be applied, for purposes of this Agreement only, to interest and principal on the Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to the principal portion terms of the Last Scheduled Payment to Receivable as if the extent a Last Scheduled Payment Advance has not Purchase Amount had been made paid by the Obligor on the Accounting Date. The Servicer shall not be entitled to any Supplemental Servicing Fees with respect to such Last Scheduled Payment and fourth, to the extent a Receivable. Nothing contained herein shall relieve any Obligor of any unreimbursed Last Scheduled Payment Advance with respect obligation relating to such Simple Interest any Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payahead. (bc) All Liquidation Proceeds amounts collected that are payable to the Servicer as Supplemental Servicing Fees hereunder shall be deposited in the Collection Account and any Recoveries, and any proceeds realized upon paid to the liquidation, sale Servicer in accordance with Section 4.6(iii). (d) All payments by or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence on behalf of an Event of Default under the Indenture shall, Obligor received with respect to any Final Payment Purchased Receivable after the Accounting Date immediately preceding the Deposit Date on which the Purchase Amount was paid by the Seller, AFL or the Servicer shall be applied first to accrued but unpaid interest thereon, second, paid to the Level Pay Balance of such Receivable Seller, AFL or the Servicer, respectively, and third, to shall not be included in the principal portion of the related Last Scheduled PaymentAvailable Funds.

Application of Collections. (a) For the purposes of this Agreement, as of all Collections for the close of business on the last day of each Collection Period, all collections received pursuant to Section 4.2 for such Collection related Monthly Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) each Receivable shall be applied by the Servicer, in Servicer as follows: (a) All payments by or on behalf of the case of Obligor or other collections on a Receivable (including Warranty Payments and Administrative Purchase Payments but excluding Supplemental Servicing Fees and Investment Earnings) shall be applied (i) a Simple Interest Receivable that is a Standard first to reduce Outstanding Monthly Advances, if any, with respect to such Receivable, to interest and principal on the Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made by the Servicer with respect to such Last Scheduled Payment and fourth, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of on such Actuarial ReceivableReceivable for such Monthly Period, second to and (iii) third, the extent of any unreimbursed Actuarial Advances remainder shall constitute, with respect to such Actuarial Receivable, a Full Prepayment or Partial Prepayment; and (b) A Partial Prepayment made on a Receivable, if such a Receivable is a Retail Note, is applied to reimburse reduce the Servicer for any such Actuarial Advances, thirdfinal Scheduled Payment and will thereafter, to the extent of any unreimbursed Last the Partial Prepayment exceeds the final Scheduled Payment, reduce Scheduled Payments in reverse chronological order beginning with the penultimate Scheduled Payment. The Rebate related to such Partial Prepayment will reduce the final Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourthwill thereafter, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivablethe Rebate exceeds the final Scheduled Payment, if reduce Scheduled Payments in reverse chronological order beginning with the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payahead. (b) All Liquidation Proceeds and any Recoveries, and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with penultimate Scheduled Payment. With respect to any Final Retail Leases, Prepayments (not constituting Full Prepayments) received in excess of Scheduled Payments will be held in the Collection Account and applied as Collected Amount in the Monthly Period during which the applicable prepaid Scheduled Payment Receivable be applied first to accrued but unpaid interest thereon, second, to the Level Pay Balance of such Receivable and third, to the principal portion of the related Last Scheduled Paymentis due.

Application of Collections. (a) For Subject to Section 2.16, funds on deposit in the purposes of this Agreement, as Collection Account from time to time may be invested in Permitted Investments at the direction of the close of business on Borrower. Each such Permitted Investment shall mature not later than the last day of each Collection Period, all collections received pursuant to Section 4.2 for such Collection Period for each Receivable (excluding Business Day preceding the amounts actually collected with respect to the Supplemental Servicing Fee next Distribution Date and amounts collected with respect to a Purchased Receivable) shall be applied held to maturity. Each investment instruction by the ServicerBorrower, which may be a standing instruction, shall designate specific types of Permitted Investments (and the terms thereof) and shall certify that such investments constitute Permitted Investments that will mature at the time specified in the case of (i) a Simple Interest Receivable that is a Standard Receivable, to interest and principal on preceding sentence. Absent the Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to the principal portion written instruction of the Last Scheduled Payment to Borrower, the extent a Last Scheduled Payment Advance has not been made by funds on deposit in the Servicer Collection Account shall remain uninvested. None of the Administrative Agent, the Paying Agent or Securities Intermediary shall be liable for any loss incurred in connection with respect an investment in the Collection Account, except for losses due to such Last Scheduled Payment Person’s failure to make payments on such Permitted Investments issued by such Person in its commercial capacity as principal obligor (and fourthnot as Administrative Agent, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a PayaheadPaying Agent or Securities Intermediary). (b) All Liquidation Proceeds On each Distribution Date, the Paying Agent shall, based solely on the information set forth in the related Monthly Report, apply all Available Funds for such Distribution Date in the following order and priority: (i) first, to the Servicer, the Servicing Fee for the immediately preceding Collection Period, together with any accrued and unpaid Servicing Fees and reimbursement of any amounts owing under Section 2.3(c) of the Servicing Agreement and, if the Servicer is a Successor Servicer, to the extent not previously paid by the predecessor Servicer, reasonable Transition Expenses (up to a maximum of $100,000 in the aggregate over the term of this Agreement) incurred in becoming the Successor Servicer; (ii) second, pro rata, (i) to the Backup Servicer, any accrued and unpaid Backup Servicing Fees, out-of-pocket expenses and indemnification amounts then due and payable by the Borrower to the Backup Servicer, provided that such out-of-pocket expenses and indemnification amounts shall not exceed $10,000 in the aggregate in any calendar year, (ii) to the Custodian, any accrued and unpaid Custodial Fees, out-of-pocket expenses and indemnification amounts then due and payable by the Borrower to the Custodian; provided that such out-of-pocket expenses and indemnification amounts shall not exceed $10,000 in the aggregate in any calendar year, and (iii) to the Paying Agent, any accrued and unpaid Paying Agent Fees, out-of-pocket expenses and indemnification amounts then due and payable by the Borrower to the Paying Agent pursuant to this Agreement; provided that such out-of-pocket expenses and indemnification amounts shall not exceed $20,000 in the aggregate in any calendar year; (iii) third, pro rata (A) to the Lenders in accordance with Section 2.06(c), the Interest and Unused Fees due to the Lenders for the related Interest Period and any Recoveries, accrued Interest and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, Unused Fees with respect to any Final prior Interest Period to the extent not paid on a prior Distribution Date and (B) (1) to the Hedge Counterparties, pro rata, net payments, if any, (excluding Hedge Breakage Costs) then due and payable to them by the Borrower under the Hedging Agreements and (2) to the Hedge Reserve Account, the amount necessary, if any, to cause the Hedge Reserve Amounts to equal the Hedge Reserve Account Required Balance for such Distribution Date; (iv) fourth, pro rata (A) to the Lenders in accordance with Section 2.06(c), the Monthly Principal Payment Receivable be applied first Amount on such Distribution Date and (B) to accrued but unpaid interest thereonthe Hedge Counterparties, secondpro rata, Hedge Breakage Costs, if any, then due and payable to them by the Borrower under the Hedging Agreements; (v) fifth, to the Level Pay Balance of such Receivable and thirdLenders in accordance with Section 2.06(c), any other fees, costs, expenses or indemnities then due or payable by the Borrower under this Agreement or any other Facility Document; (vi) sixth, to the principal portion extent not previously paid pursuant to clause (ii) above, pro rata, to the Backup Servicer, the Custodian and the Paying Agent any fees, costs, expenses or indemnities due from the Borrower to such Person under this Agreement or any other Facility Document; (vii) seventh, pro rata to each Lender in accordance with Section 2.06(c), the amount of any voluntary reduction of the Aggregate Loan Principal Balance that the Borrower has elected to effect on such Distribution Date; and (viii) eighth, any remaining amounts to or at the direction of the Borrower. (c) The Paying Agent shall remit each installment of Interest, Unused Fees or principal in respect of the Loans pursuant to Section 2.06(b) to the Lenders (or the related Last Scheduled PaymentManaging Agent) by wire transfer in immediately available funds to the account designated by such Lender or its related Managing Agent in writing to the Paying Agent. Each Managing Agent shall allocate all payments received by the Paying Agent under this Section 2.06(c) to the Lenders in the related Lender Group. Amounts in respect of (i) Interest and Unused Fees shall be allocated and paid to the Lenders based on the amounts accrued at their applicable rates on their respective Invested Percentages, (ii) the principal of the Loans shall be allocated and paid by the Paying Agent to the Lenders based on their respective Invested Percentages and (iii) fees, costs, expenses or indemnities shall be allocated and paid by the Paying Agent to the Lenders to whom such amounts are due and payable.

Application of Collections. (a) For the purposes of this AgreementAgreement and the Further Transfer and Servicing Agreements, as of the close of business on the last day of no later than each Collection Period, Distribution Date all collections received pursuant to Section 4.2 for such Collection the related Monthly Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the Servicer, in the case of Servicer as follows: (ia) a Simple With respect to each Scheduled Interest Receivable that is (other than an Administrative Receivable or a Standard Warranty Receivable), payments by or on behalf of the Obligor which are not Supplemental Servicing Fees shall be applied first to interest and principal on the Receivable reduce outstanding advances of shortfalls in accordance with the Simple Interest Methodcollections, (ii) a Simple Interest Receivable that is a Final Payment Receivableif any, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, made pursuant to the Level Pay Balance of such Receivable, third, to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made by the Servicer Further Transfer and Servicing Agreements with respect to such Last Receivable. Next, the amount of any such payments in excess of Supplemental Servicing Fees and any such advances with respect to such Receivable shall be applied to the Scheduled Payment with respect to such Receivable. Any amount of such payments remaining after the applications described in the preceding two sentences constitutes an Excess Payment with respect to such Receivable, and fourthsuch Excess Payment (to the extent it does not constitute a Payment Ahead) shall be applied to prepay such Receivable. If the amounts applied under the first two sentences of this Section 3.11(a) shall be less than the Scheduled Payment, whether as a result of any extension granted to the Obligor or otherwise, then the Deferred Prepayment, if any, with respect to such Receivable shall be applied by the Servicer to the extent of any unreimbursed Last Scheduled Payment Advance with respect to the shortfall, and such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance Deferred Prepayment shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payaheadreduced accordingly. (b) All Liquidation Proceeds With respect to all Simple Interest Receivables (other than Administrative Receivables and any RecoveriesWarranty Receivables), and any proceeds realized upon the liquidation, sale payments by or dissolution on behalf of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect to any Final Payment Receivable Obligors which are not Supplemental Servicing Fees shall be applied first to accrued but unpaid interest thereon, second, the payment to the Level Pay Balance Servicer of Excess Simple Interest Collections, if any, and next to principal and interest on all such Simple Interest Receivables. (c) With respect to each Administrative Receivable and Warranty Receivable, payments by or on behalf of the Obligor shall be applied in the same manner, except that any Released Administrative Amount or Released Warranty Amount shall be remitted to the Servicer or ▇▇▇▇, as applicable. In the case of a Scheduled Interest Receivable, a Warranty Payment shall be applied to reduce any advances described in Section 3.11(a) and such Warranty Payment or an Administrative Purchase Payment, as applicable, shall be applied to the Scheduled Payment, in each case to the extent that the payments by or on behalf of the Obligor shall be insufficient, and then to prepay such Receivable in full. In the case of a Simple Interest Receivable, a Warranty Payment or an Administrative Payment, as applicable, shall be applied to principal and third, to the principal portion of the related Last Scheduled Paymentinterest on such Receivable.

Application of Collections. (a) For the purposes of this Agreement, as of the close of business on the last day of each Collection Period, all collections received pursuant to Section 4.2 for such Collection Period for each Receivable (excluding amounts received by the Servicer with respect to Rule of 78's Payments, the amounts actually collected with respect to the Supplemental Servicing Fee and Fee, amounts collected with respect to a Purchased Receivable) shall be applied by the Servicer, in the case of (i) a Simple Interest Receivable that is a Standard Receivable, to interest and principal on the Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made by the Servicer with respect to such Last Scheduled Payment and fourth, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payahead. (b) All Liquidation Proceeds and any Recoveries, and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect to any Final Payment Receivable be applied first to accrued but unpaid interest thereon, second, to the Level Pay Balance of such Receivable and third, to the principal portion of the related Last Scheduled Payment.

Application of Collections. (a) For the purposes of this Agreement, as of the close of business on the last day of each Collection Period, all collections received pursuant to Section 4.2 for such a Collection Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the ServicerServicer as follows: (a) With respect to each Lease, in payments by or on behalf of the case of Obligor thereof (i) a Simple Interest Receivable that is a Standard Receivableother than Administrative Fees with respect to such Lease, to interest the extent collected) shall be applied to Scheduled Payments and principal on the Receivable Prepayments in accordance with the Simple Interest Methodterms of such Lease and the Servicer's credit and collection policies and procedures. With respect to each Liquidated Lease, (ii) a Simple Interest Receivable that is a Final Payment Receivablethe Liquidation Proceeds shall be applied, for purposes of this Agreement and the Indenture only, to interest Scheduled Payments and principal in accordance with Prepayment on the Simple Interest Method first, to accrued but unpaid interest, second, to Lease as if the Level Pay Balance of such Receivable, third, to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not Liquidation Proceeds had been made paid by the Servicer Obligor on the Accounting Date, and then to any other amounts due and payable with respect to such Last Scheduled Payment and fourth, Lease. The Servicer shall not be entitled to the extent of any unreimbursed Last Scheduled Payment Advance Administrative Fees with respect to such Simple Interest Receivable, to reimburse a Liquidated Lease unless the Servicer Required Payoff Amount for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to Lease has been deposited in the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a PayaheadCollection Account. (b) With respect to each Lease that has become a Purchased Lease as of any Deposit Date, the Purchase Amount shall be applied, for purposes of this Agreement and the Indenture only, to Scheduled Payments and Prepayment on the Lease as if the Purchase Amount had been paid by the Obligor on the related Accounting Date. All Liquidation Proceeds and any Recoveries, and any proceeds realized upon the liquidation, sale payments by or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence on behalf of an Event of Default under the Indenture shall, Obligor received with respect to any Final Payment Receivable Purchased Lease after the Accounting Date immediately preceding the Deposit Date on which the Purchase Amount was paid by Vendor Services, shall be applied first paid to accrued but unpaid interest thereonVendor Services and shall not be included in Pledged Revenues. (c) With respect to each Lease that has been repurchased by the Contributor pursuant to Section 5.1, secondthe purchase price shall be applied, for purposes of this Agreement and the Indenture only, to Scheduled Payments and Prepayments on the Level Pay Balance Lease as if such purchase price had been paid by the Obligor on the Accounting Date. All payments by or on behalf of such Receivable and thirdan Obligor received with respect to any Lease so repurchased after the Accounting Date on which the purchase price was paid by the Contributor, shall be paid to the principal portion of Contributor and shall not be included in the related Last Scheduled PaymentAmount Available.

Application of Collections. (a) For the purposes of this Agreement, as As of the close of business on Business Day immediately preceding the last day of each Collection Periodrelated Payment Date, all collections received pursuant to Section 4.2 for such the related Collection Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the ServicerServicer as follows: (a) With respect to each Receivable (other than an Administrative Receivable or a Warranty Receivable), in the case of (i) a Simple Interest Receivable that is a Standard Receivable, to interest and principal payments made by or on the Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to the principal portion behalf of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has Obligor which are not been made by the Servicer with respect to such Last Scheduled Payment and fourth, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, Supplemental Servicing Fees shall be applied first to reimburse the Servicer for Outstanding Advances made with respect to such Last Scheduled Payment Advance and Receivable (iii) each such payment, an Actuarial Receivable"Overdue Payment"). Next, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent amount of any unreimbursed Actuarial payment in excess of Supplemental Servicing Fees and Outstanding Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, Receivable shall be applied to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable. If the amount of such payment remaining after the applications described in the two preceding sentences (i) equals (together with any Deferred Prepayment) the unpaid principal balance of such Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance it shall be sufficient applied to prepay the Actuarial Receivable in fullprincipal balance of such Receivable, and otherwise or (ii) is less than the unpaid principal balance of such Receivable, it shall constitute an Excess Payment with respect to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payaheadsuch Receivable. (b) All Liquidation Proceeds With respect to each Administrative Receivable and any RecoveriesWarranty Receivable, and any proceeds realized upon the liquidation, sale payments made by or dissolution on behalf of the Owner Trust Estate (Obligor shall be applied in the same manner, except that any Released Administrative Amount or any part thereof) upon Released Warranty Amount shall be remitted to the occurrence of Servicer or the Seller, as applicable. A Warranty Purchase Payment or an Event of Default under the Indenture shall, Administrative Purchase Payment with respect to any Final Payment Receivable shall be applied first to accrued but unpaid interest thereonapplied, secondfirst, to reduce Outstanding Advances with respect to such Receivable and then to the Level Pay Balance Scheduled Payment, in each case to the extent that the payments by the Obligor shall be insufficient, and then to prepay the unpaid principal balance of such Receivable in full. [In the event that any class of Notes is issued with a Revolving Period, Collections designated for payment of principal on such class of Notes and third, deposited in an account established by the Servicer pursuant to Section 5.1 shall be applied by the Issuer to the principal portion purpose of the related Last Scheduled Paymentpurchase of additional Receivables.]

Application of Collections. (a) For the purposes of this Agreement, as of the close of business on the last day of each Collection Period, all collections received pursuant to Section 4.2 for such a Collection Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the ServicerServicer as follows: (a) With respect to each Contract, in payments by or on behalf of the case of Obligor thereof (i) a Simple Interest Receivable that is a Standard Receivableother than Administrative Fees with respect to such Contract, to interest the extent collected) shall be applied to Scheduled Payments and principal on the Receivable Prepayments in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance terms of such ReceivableContract and the Servicer's credit and collection policies and procedures. With respect to each Liquidated Contract, third, to the principal that portion of the Last Scheduled Payment Liquidation Proceeds allocated to the extent a Last Issuer shall be applied, for purposes of this Agreement and the Indenture only, to Scheduled Payment Advance has not Payments and Prepayment on the Contract as if the Liquidation Proceeds had been made paid by the Servicer Obligor on the Accounting Date, and then to any other amounts due and payable with respect to such Last Scheduled Payment and fourth, Contract. The Servicer shall not be entitled to the extent of any unreimbursed Last Scheduled Payment Advance Administrative Fees with respect to such Simple Interest Receivable, to reimburse a Liquidated Contract unless the Servicer Required Payoff Amount for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to Contract has been deposited in the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a PayaheadCollection Account. (b) All Liquidation Proceeds and With respect to each Contract that has become a Purchased Contract as of any RecoveriesDeposit Date, and any proceeds realized upon the liquidation, sale or dissolution that portion of the Owner Trust Estate (Purchase Amount relating to the Required Payoff Amount shall be applied, for purposes of this Agreement and the Indenture only, to Scheduled Payments and Prepayment on the Contract as if the Purchase Amount had been paid by the Obligor on the related Accounting Date. All payments by or any part thereof) upon the occurrence on behalf of an Event of Default under the Indenture shall, Obligor received with respect to any Final Payment Receivable Purchased Contract after the Accounting Date immediately preceding the Deposit Date on which the Purchase Amount was paid by TCC, shall be applied first paid to accrued but unpaid interest thereonTCC and shall not be included in Pledged Revenues. (c) With respect to each Contract that has been purchased by the Depositor pursuant to Section 5.1, secondthe purchase price shall be applied, for purposes of this Agreement and the Indenture only, to Scheduled Payments and Prepayments on the Level Pay Balance Contract as if such purchase price had been paid by the Obligor on the Accounting Date. All payments by or on behalf of such Receivable and thirdan Obligor received with respect to any Contract so purchased after the Accounting Date on which the purchase price was paid by the Depositor, shall be paid to the principal portion of Depositor and shall not be included in the related Last Scheduled PaymentAmount Available.

Application of Collections. (a) For the purposes of this Agreement, as of the close of business on the last day of no later than each Collection Period, Distribution Date all collections received pursuant to Section 4.2 for such Collection the related Monthly Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the ServicerServicer as follows: (a) [With respect to each Scheduled Interest Receivable (including an Administrative Receivable or a Warranty Receivable), payments by or on behalf of the Obligor which are not Supplemental Servicing Fees shall be applied first to reduce outstanding advances of shortfalls in collections, if any, made pursuant to the Further Transfer and Servicing Agreements with respect to such Receivable. Next, the amount of any such payments in excess of Supplemental Servicing Fees and any such advances with respect to such Receivable shall be applied to the Scheduled Payment with respect to such Receivable. Any amount of such payments remaining after the applications described in the preceding two sentences constitutes an Excess Payment with respect to such Receivable, and such Excess Payment (to the extent it does not constitute a Payment Ahead) shall be applied to prepay such Receivable. If the amounts applied under the first two sentences of this Section 3.11(a) shall be less than the Scheduled Payment, whether as a result of any extension granted to the Obligor or otherwise, then the Deferred Prepayment, if any, with respect to such Receivable shall be applied by the Servicer to the extent of the shortfall, and such Deferred Prepayment shall be reduced accordingly.] (b) With respect to all Simple Interest Receivables (other than Administrative Receivables and Warranty Receivables), payments by or on behalf of the Obligors that are not Supplemental Servicing Fees shall be applied to principal and interest on all such Simple Interest Receivables. (c) With respect to each Administrative Receivable and Warranty Receivable, payments by or on behalf of the Obligor shall be applied in the same manner[, except that any Released Administrative Amount or Released Warranty Amount shall be remitted to the Servicer or the Depositor, as applicable. In the case of (i) a Scheduled Interest Receivable, a Warranty Payment shall be applied to reduce any advances described] as set forth in Section 2.10(a). A Warranty Payment or an Administrative Purchase [Payment, as applicable, shall be applied to the Scheduled Payment, in each case to the extent that the payments by or on behalf of the Obligor shall be insufficient, and then to prepay such Receivable in full. In the case of a Simple Interest Receivable, a Warranty Payment or an Administrative] Payment, as applicable, shall be applied to principal and interest on such Receivable. With respect to a Simple Interest Receivable that is a Standard also an Administrative Receivable or Warranty Receivable, to interest and principal payments by or on the Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to the principal portion behalf of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made by the Servicer with respect to such Last Scheduled Payment and fourth, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance Obligor shall be sufficient to prepay applied in the Actuarial Receivable same manner as set forth in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a PayaheadSection 2.10(a). (b) All Liquidation Proceeds and any Recoveries, and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect to any Final Payment Receivable be applied first to accrued but unpaid interest thereon, second, to the Level Pay Balance of such Receivable and third, to the principal portion of the related Last Scheduled Payment.

Application of Collections. (a) For the purposes of this AgreementAgreement and the Further Transfer and Servicing Agreements, as of the close of business on the last day of no later than each Collection Period, Distribution Date all collections received pursuant to Section 4.2 for such Collection the related Monthly Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the ServicerServicer as follows: (a) [With respect to each Scheduled Interest Receivable (including an Administrative Receivable or a Warranty Receivable), payments by or on behalf of the Obligor which are not Supplemental Servicing Fees shall be applied first to reduce outstanding advances of shortfalls in collections, if any, made pursuant to the Further Transfer and Servicing Agreements with respect to such Receivable. Next, the amount of any such payments in excess of Supplemental Servicing Fees and any such advances with respect to such Receivable shall be applied to the Scheduled Payment with respect to such Receivable. Any amount of such payments remaining after the applications described in the case preceding two sentences constitutes an Excess Payment with respect to such Receivable, and such Excess Payment (to the extent it does not constitute a Payment Ahead) shall be applied to prepay such Receivable. If the amounts applied under the first two sentences of this Section 3.11(a) shall be less than the Scheduled Payment, whether as a result of any extension granted to the Obligor or otherwise, then the Deferred Prepayment, if any, with respect to such Receivable shall be applied by the Servicer to the extent of the shortfall, and such Deferred Prepayment shall be reduced accordingly.] (ib) With respect to all Simple Interest Receivables (other than Administrative Receivables and Warranty Receivables), payments by or on behalf of the Obligors that are not Supplemental Servicing Fees shall be applied to principal and interest on all such Simple Interest Receivables. (c) With respect to a Simple Interest Receivable that is a Standard also an Administrative Receivable or Warranty Receivable, payments by or on behalf of the Obligor shall be applied in the same manner[, except that any Released Administrative Amount or Released Warranty Amount shall be remitted to interest and principal on the Receivable in accordance with Servicer or ▇▇▇▇, as applicable. In the Simple case of a Scheduled Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, a Warranty Payment shall be applied to interest and principal reduce any advances described] as set forth in accordance with the Simple Interest Method firstSection 3.11(a). A Warranty Payment or an Administrative Purchase [Payment, to accrued but unpaid interestas applicable, second, shall be applied to the Level Pay Balance of such ReceivableScheduled Payment, third, to the principal portion of the Last Scheduled Payment in each case to the extent that the payments by or on behalf of the Obligor shall be insufficient, and then to prepay such Receivable in full. In the case of a Last Scheduled Payment Advance has not been made by the Servicer with respect to such Last Scheduled Payment and fourth, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled a Warranty Payment Advance and (iii) or an Actuarial ReceivableAdministrative] Payment, firstas applicable, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient applied to prepay the Actuarial Receivable in full, principal and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payaheadinterest on such Receivable. (b) All Liquidation Proceeds and any Recoveries, and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect to any Final Payment Receivable be applied first to accrued but unpaid interest thereon, second, to the Level Pay Balance of such Receivable and third, to the principal portion of the related Last Scheduled Payment.

Application of Collections. (a) For the purposes of this AgreementAgreement and the Further Transfer and Servicing Agreements, as of the close of business on the last day of no later than each Collection Period, Distribution Date all collections received pursuant to Section 4.2 for such Collection the related Monthly Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the Servicer, in the case of Servicer as follows: (ia) a Simple With respect to each Scheduled Interest Receivable that is (other than an Administrative Receivable or a Standard Warranty Receivable), payments by or on behalf of the Obligor which are not Supplemental Servicing Fees shall be applied first to interest and principal on the Receivable reduce outstanding advances of shortfalls in accordance with the Simple Interest Methodcollections, (ii) a Simple Interest Receivable that is a Final Payment Receivableif any, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, made pursuant to the Level Pay Balance of such Receivable, third, to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made by the Servicer Further Transfer and Servicing Agreements with respect to such Last Receivable. Next, the amount of any such payments in excess of Supplemental Servicing Fees and any such advances with respect to such Receivable shall be applied to the Scheduled Payment with respect to such Receivable. Any amount of such payments remaining after the applications described in the preceding two sentences constitutes an Excess Payment with respect to such Receivable, and fourthsuch Excess Payment (to the extent it does not constitute a Payment Ahead) shall be applied to prepay such Receivable. If the amounts applied under the first two sentences of this Section 3.11(a) shall be less than the Scheduled Payment, whether as a result of any extension granted to the Obligor or otherwise, then the Deferred Prepayment, if any, with respect to such Receivable shall be applied by the Servicer to the extent of any unreimbursed Last Scheduled Payment Advance with respect to the shortfall, and such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance Deferred Prepayment shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payaheadreduced accordingly. (b) All Liquidation Proceeds With respect to all Simple Interest Receivables (other than Administrative Receivables and any RecoveriesWarranty Receivables), and any proceeds realized upon the liquidation, sale payments by or dissolution on behalf of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect to any Final Payment Receivable Obligors which are not Supplemental Servicing Fees shall be applied first to accrued but unpaid interest thereon, second, the payment to the Level Pay Balance Servicer of Excess Simple Interest Collections, if any, and next to principal and interest on all such Simple Interest Receivables. (c) With respect to each Administrative Receivable and Warranty Receivable, payments by or on behalf of the Obligor shall be applied in the same manner, except that any Released Administrative Amount or Released Warranty Amount shall be remitted to the Servicer or CARI, as applicable. In the case of a Scheduled Interest Receivable, ▇ Warranty Payment shall be applied to reduce any advances described in Section 3.11(a) and such Warranty Payment or an Administrative Purchase Payment, as applicable, shall be applied to the Scheduled Payment, in each case to the extent that the payments by or on behalf of the Obligor shall be insufficient, and then to prepay such Receivable in full. In the case of a Simple Interest Receivable, a Warranty Payment or an Administrative Payment, as applicable, shall be applied to principal and third, to the principal portion of the related Last Scheduled Paymentinterest on such Receivable.

Application of Collections. (a) For As of July 31, 2009 and daily thereafter at the purposes of this Agreement, as of the close of business on the last day end of each Daily Collection Period, all collections received pursuant to Section 4.2 for such Collection Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) hereunder shall be applied by the Servicer, in the case of (i) a Simple Interest Receivable that is a Standard Receivable, to interest and principal on the Receivable Purchaser in accordance with the Simple Interest Methodpriorities set forth in such subsections in the following order of priority: (a) first, from Available Funds, to the Master Servicer, any then-outstanding Shortfall Master Servicing Fee (b) second, from Available Funds, to the Master Servicer, the then-outstanding Master Servicing Fee; (c) third, from Available Funds, to the Sub-Servicer, (i) the then-outstanding Shortfall Servicing Fee, (ii) a Simple Interest Receivable that is a Final Payment ReceivableShortfall Supplemental Servicing Fee, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made by the Servicer with respect to such Last Scheduled Payment and fourth, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivableany Shortfall Liquidation Reimbursements, firstwhich amount may be netted from the daily remittance to Purchaser; (d) fourth, from Available Funds, to the Scheduled Payment of such Actuarial ReceivableSub-Servicer, second (i) the then-outstanding Servicing Fee, (ii) Supplemental Servicing Fee and (iii) any Liquidation Reimbursements, which amount may be netted from the daily remittance to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial ReceivablePurchaser; (e) fifth, to reimburse the Servicer for any such Actuarial Advances, thirdfrom Available Funds, to the extent Purchaser, in the following order of priority: (A) any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivablethen-outstanding Yield Premium, to reimburse the Servicer for such Last Scheduled Payment Advance and fourththen (B) any then-outstanding Receivables Deficiency Premium; (f) sixth, from Available Funds, to the extent that any amounts are remaining then due Seller or Purchaser, as applicable, up to a prepayment an amount equal to all corrections set forth on the current Daily Servicer Statement reflecting corrections of such Actuarial ReceivableDaily Servicer Statements from prior periods; (g) seventh, from Available Funds, in the following order of priority: (A) to the Seller, up to the amount required to reduce the Funding Deficiency, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient any, to prepay the Actuarial Receivable in fullzero, and otherwise then (B) to the Payahead Account (orPurchaser, up to the amount required, if all Monthly Remittance Conditions are satisfiedany, to reduce the Servicer) as a Payahead.Purchase Price to the then-applicable Purchase Price Target; and (bh) All Liquidation Proceeds and finally, any Recoveries, and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect to any Final Payment Receivable be applied first to accrued but unpaid interest thereon, second, remaining Available Funds to the Level Pay Balance of such Receivable and third, to the principal portion of the related Last Scheduled PaymentSeller.

Application of Collections. (a) For Subject to Section 2.16, funds on deposit in the purposes of this Agreement, as Collection Account from time to time may be invested in Permitted Investments at the direction of the close of business on Borrower. Each such Permitted Investment shall mature not later than the last day of each Collection Period, all collections received pursuant to Section 4.2 for such Collection Period for each Receivable (excluding Business Day preceding the amounts actually collected with respect to the Supplemental Servicing Fee next Distribution Date and amounts collected with respect to a Purchased Receivable) shall be applied held to maturity. Each investment instruction by the ServicerBorrower, which may be a standing instruction, shall designate specific types of Permitted Investments (and the terms thereof) and shall certify that such investments constitute Permitted Investments that will mature at the time specified in the case of (i) a Simple Interest Receivable that is a Standard Receivable, to interest and principal on preceding sentence. Absent the Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to the principal portion written instruction of the Last Scheduled Payment to Borrower, the extent a Last Scheduled Payment Advance has not been made by funds on deposit in the Servicer Collection Account shall remain uninvested. None of the Administrative Agent, the Paying Agent or Securities Intermediary shall be liable for any loss incurred in connection with respect an investment in the Collection Account, except for losses due to such Last Scheduled Payment Person’s failure to make payments on such Permitted Investments issued by such Person in its commercial capacity as principal obligor (and fourthnot as Administrative Agent, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a PayaheadPaying Agent or Securities Intermediary). (b) All Liquidation Proceeds On each Distribution Date, the Paying Agent shall, based solely on the information set forth in the related Monthly Report, apply all Available Funds for such Distribution Date in the following order and priority: (i) first, to the Servicer, the Servicing Fee for the immediately preceding Collection Period, together with any accrued and unpaid Servicing Fees and reimbursement of any amounts owing under Section 2.3(c) of the Servicing Agreement and, if the Servicer is a Successor Servicer, to the extent not previously paid by the predecessor Servicer, reasonable Transition Expenses (up to a maximum of $100,000 in the aggregate over the term of this Agreement) incurred in becoming the Successor Servicer; (ii) second, pro rata, (i) to the Backup Servicer, any accrued and unpaid Backup Servicing Fees, out-of-pocket expenses and indemnification amounts then due and payable by the Borrower to the Backup Servicer, provided that such out-of-pocket expenses and indemnification amounts shall not exceed $10,000 in the aggregate in any calendar year, (ii) to the Custodian, any accrued and unpaid Custodial Fees, out-of-pocket expenses and indemnification amounts then due and payable by the Borrower to the Custodian; provided that such out-of-pocket expenses and indemnification amounts shall not exceed $10,000 in the aggregate in any calendar year, and (iii) to the Paying Agent, any accrued and unpaid Paying Agent Fees, out-of-pocket expenses and indemnification amounts then due and payable by the Borrower to the Paying Agent pursuant to this Agreement; provided that such out-of-pocket expenses and indemnification amounts shall not exceed $20,000 in the aggregate in any calendar year; (iii) third, pro rata (A) to the Administrative Agent for further distribution to Lenders pursuant to Section 2.06(c), the Interest and Unused Fees due to the Lenders for the related Interest Period and any Recoveries, accrued Interest and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, Unused Fees with respect to any Final prior Interest Period to the extent not paid on a prior Distribution Date and (B) to the Hedge Counterparties, pro rata, net payments, if any, (excluding Hedge Breakage Costs) then due and payable to them by the Borrower under the Hedging Agreements; (iv) fourth, pro rata (A) to the Administrative Agent for further distribution to the Lenders pursuant to Section 2.06(c), the Monthly Principal Payment Receivable be applied first Amount on such Distribution Date and (B) to accrued but unpaid interest thereonthe Hedge Counterparties, secondpro rata, Hedge Breakage Costs, if any, then due and payable to them by the Borrower under the Hedging Agreements; (v) fifth, to the Level Pay Balance of such Receivable and thirdAdministrative Agent for further distribution to the Lenders pursuant to Section 2.06(c), any other fees, costs, expenses or indemnities then due or payable by the Borrower under this Agreement or any other Facility Document; (vi) sixth, to the principal portion extent not previously paid pursuant to clause (ii) above, pro rata, to the Backup Servicer, the Custodian and the Paying Agent any fees, costs, expenses or indemnities due from the Borrower to such Person under this Agreement or any other Facility Document; (vii) seventh, to the Administrative Agent for further distribution to Lenders pursuant to Section 2.06(c), pro rata to each Lender, the amount of any voluntary reduction of the Aggregate Loan Principal Balance that the Borrower has elected to effect on such Distribution Date; and (viii) eighth, any remaining amounts to or at the direction of the Borrower. (c) The Administrative Agent shall remit each installment of Interest, Unused Fees or principal in respect of the Loans received pursuant to Section 2.06(b) to the Lenders (or the related Last Scheduled PaymentManaging Agent) as reflected in the Register on the Business Day immediately preceding the date such payment is to be made, by wire transfer in immediately available funds to the account designated by such Lender or its related Managing Agent in writing to the Administrative Agent. Each Managing Agent shall allocate all payments received by the Administrative Agent under this Section 2.06(c) to the Lenders in the related Lender Group. The Administrative Agent shall allocate and pay (i) amounts in respect of Interest and Unused Fees to the Lenders based on the amounts accrued at their applicable rates on their respective Invested Percentages, (ii) the principal of the Loans to the Lenders based on their respective Invested Percentages and (iii) amounts received in respect of fees, costs, expenses or indemnities to the Lenders to whom such amounts are due and payable.

Application of Collections. (a) For the purposes of this Agreement, as of the close of business on the last day of each Collection Period, all collections received pursuant to Section 4.2 for such Collection a Monthly Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the ServicerServicer as follows: (a) With respect to each Receivable, payments by or on behalf of the Obligor thereof (other than of Supplemental Servicing Fees with respect to such Receivable, to the extent collected) shall be applied to interest and principal with respect to such Receivable in accordance with the case terms of such Receivable. With respect to each Liquidated Receivable, Liquidation Proceeds shall be applied to interest and principal with respect to such Receivable in accordance with the terms of such Receivable, and then to any Insurance Add-On Amount due and payable with respect to such Receivable. The Servicer shall not be entitled to any Supplemental Servicing Fees with respect to a Liquidated Receivable. (ib) a Simple Interest With respect to each Receivable that is has become a Standard ReceivablePurchased Receivable on any Deposit Date, the Purchase Amount shall be applied, for purposes of this Agreement only, to interest and principal on the Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to the principal portion terms of the Last Scheduled Payment to Receivable as if the extent a Last Scheduled Payment Advance has not Purchase Amount had been made paid by the Obligor on the Accounting Date. The Servicer shall not be entitled to any Supplemental Servicing Fees with respect to such Last Scheduled Payment and fourth, to the extent a Receivable. Nothing contained herein shall relieve any Obligor of any unreimbursed Last Scheduled Payment Advance with respect obligation relating to such Simple Interest any Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payahead. (bc) All Liquidation Proceeds amounts collected that are payable to the Servicer as Supplemental Servicing Fees hereunder shall be deposited in the Collection Account and any Recoveries, and any proceeds realized upon paid to the liquidation, sale Servicer in accordance with Section 4.6(iii). (d) All payments by or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence on behalf of an Event of Default under the Indenture shall, Obligor received with respect to any Final Payment Purchased Receivable after the Accounting Date immediately preceding the Deposit Date on which the Purchase Amount was paid by the Seller, OFL or the Servicer shall be applied first to accrued but unpaid interest thereon, second, paid to the Level Pay Balance of such Receivable Seller, OFL or the Servicer, respectively, and third, to shall not be included in the principal portion of the related Last Scheduled PaymentAvailable Funds.

Application of Collections. (a) For the purposes of this Agreement, as of the close of business on the last day of no later than each Collection Period, Distribution Date all collections received pursuant to Section 4.2 for such Collection the related Monthly Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the ServicerServicer as follows: (a) [With respect to each Scheduled Interest Receivable (including an Administrative Receivable or a Warranty Receivable), payments by or on behalf of the Obligor which are not Supplemental Servicing Fees shall be applied first to reduce outstanding advances of shortfalls in collections, if any, made pursuant to the Further Transfer and Servicing Agreements with respect to such Receivable. Next, the amount of any such payments in excess of Supplemental Servicing Fees and any such advances with respect to such Receivable shall be applied to the Scheduled Payment with respect to such Receivable. Any amount of such payments remaining after the applications described in the preceding two sentences constitutes an Excess Payment with respect to such Receivable, and such Excess Payment (to the extent it does not constitute a Payment Ahead) shall be applied to prepay such Receivable. If the amounts applied under the first two sentences of this Section 2.11(a) shall be less than the Scheduled Payment, whether as a result of any extension granted to the Obligor or otherwise, then the Deferred Prepayment, if any, with respect to such Receivable shall be applied by the Servicer to the extent of the shortfall, and such Deferred Prepayment shall be reduced accordingly.] (b) With respect to all Simple Interest Receivables (other than Administrative Receivables and Warranty Receivables), payments by or on behalf of the Obligors that are not Supplemental Servicing Fees shall be applied to principal and interest on all such Simple Interest Receivables. (c) [With respect to a Scheduled Interest Receivable that is also an Administrative Receivable or a Warranty Receivable, payments by or on behalf of the Obligor shall be applied in the same manner as set forth in Section 2.10(a). A Warranty Payment or an Administrative Purchase Payment, as applicable, shall be applied to the Scheduled Payment, in each case to the case extent that the payments by or on behalf of (i) the Obligor shall be insufficient, and then to prepay such Receivable in full.] [With respect to a Simple Interest Receivable that is a Standard also an Administrative Receivable or Warranty Receivable, payments by or on behalf of the Obligor shall be applied in the same manner as set forth in Section 2.10(a). A Warranty Payment or an Administrative Purchase Payment, as applicable, shall be applied to principal and interest and principal on the Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made by the Servicer with respect to such Last Scheduled Payment and fourth, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payahead. (b) All Liquidation Proceeds and any Recoveries, and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect to any Final Payment Receivable be applied first to accrued but unpaid interest thereon, second, to the Level Pay Balance of such Receivable and third, to the principal portion of the related Last Scheduled Payment.]

Application of Collections. (a) For the purposes of this AgreementAgreement and the Further Transfer and Servicing Agreements, as of the close of business on the last day of no later than each Collection Period, Distribution Date all collections received pursuant to Section 4.2 for such Collection the related Monthly Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the ServicerServicer as follows: (a) With respect to each Scheduled Interest Receivable (other than an Administrative Receivable or a Warranty Receivable), payments by or on behalf of the Obligor that are not Supplemental Servicing Fees shall be applied first to reduce outstanding advances of shortfalls in collections, if any, made pursuant to the Further Transfer and Servicing Agreements with respect to such Receivable. Next, the amount of any such payments that are not Supplemental Servicing Fees and are in excess of such advances with respect to such Receivable shall be applied to the Scheduled Payment with respect to such Receivable. Any amount of such payments remaining after the applications described in the case preceding two sentences constitutes an Excess Payment with respect to such Receivable, and such Excess Payment (to the extent it does not constitute a Payment Ahead) shall be applied to prepay such Receivable. If the amounts applied under the first two sentences of this Section 3.11(a) shall be less than the Scheduled Payment, whether as a result of any extension granted to the Obligor or otherwise, then the Deferred Prepayment, if any, with respect to such Receivable shall be applied by the Servicer to the extent of the shortfall, and such Deferred Prepayment shall be reduced accordingly. (ib) With respect to all Simple Interest Receivables (other than Administrative Receivables and Warranty Receivables), payments by or on behalf of the Obligors that are not Supplemental Servicing Fees shall be applied first to the payment to the Servicer of Excess Simple Interest Collections, if any, and next to principal and interest on all such Simple Interest Receivables. (c) With respect to a Scheduled Interest Receivable or a Simple Interest Receivable that is a Standard also an Administrative Receivable and Warranty Receivable, payments by or on behalf of the Obligor shall be applied in the same manner as set forth in Section 3.11(a) or Section 3.11(b), as applicable, except that any Released Administrative Amount or Released Warranty Amount shall be remitted to interest and principal on the Receivable in accordance with Servicer or C▇▇▇, as applicable. In the Simple case of a Scheduled Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, a Warranty Payment shall be applied first to interest reduce any advances described in Section 3.11(a); and principal in accordance with then the Simple Interest Method firstremaining amount of such Warranty Payment or an Administrative Purchase Payment, to accrued but unpaid interestas applicable, second, shall be applied to the Level Pay Balance of such ReceivableScheduled Payment, third, to the principal portion of the Last Scheduled Payment in each case to the extent that the payments by or on behalf of the Obligor shall be insufficient to pay such amount, and then to prepay such Receivable in full. In the case of a Last Scheduled Payment Advance has not been made by the Servicer with respect to such Last Scheduled Payment and fourth, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled a Warranty Payment Advance and (iii) or an Actuarial ReceivableAdministrative Purchase Payment, firstas applicable, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient applied to prepay the Actuarial Receivable in full, principal and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payaheadinterest on such Receivable. (b) All Liquidation Proceeds and any Recoveries, and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect to any Final Payment Receivable be applied first to accrued but unpaid interest thereon, second, to the Level Pay Balance of such Receivable and third, to the principal portion of the related Last Scheduled Payment.

Application of Collections. (a) For Prior to each Settlement Date, the purposes Administrative Agent shall confirm the accuracy of this the Monthly Servicing Report and, during the Revolving Commitment Period, so long as no Event of Default is continuing and no Tier 2 Collateral Performance Trigger has occurred, the Collateral Agent shall instruct the Disbursement Account Bank, based on the Monthly Servicing Report as confirmed by the Administrative Agent, in writing, by 1:00 p.m. (Chicago, Illinois time) on each Settlement Date to apply all Collections in the Disbursement Account with respect to the related Collection Period on each Settlement Date (after giving effect to any withdrawals in accordance with Section 2.10(c)) as follows: (i) First, to the Servicer, any accrued and unpaid Servicing Fees or reimbursable expenses due under the Servicing Agreement; (ii) Second, on a pari passu basis, (A) to the Collection Account Bank, the Collection Account Bank Fees, reimbursable expenses and indemnification amounts of the Collection Account Bank accrued and unpaid as of the close of business on the last day of each the related Collection Period, all collections received pursuant (B) to Section 4.2 for such the Disbursement Account Bank, the Disbursement Account Bank Fees, reimbursable expenses and indemnification amounts of the Disbursement Account Bank accrued and unpaid as of the last day of the related Collection Period, (C) to the Backup Servicer, the Backup Servicing Fees, reimbursable expenses (including, without limitation, any transition costs) and indemnification amounts of the Backup Servicer accrued and unpaid as of the last day of the related Collection Period for each Receivable and (excluding the amounts actually collected with respect D) to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the Servicer, in the case of (i) a Simple Interest Receivable that is a Standard ReceivableAdministrative Agent, to interest pay any other accrued but unpaid fees and principal on expenses and indemnification amounts of the Receivable Administrative Agent and the Collateral Agent in accordance connection with the Simple Interest Method, this Agreement and any other Credit Document (iiincluding without limitation any Administrative Agent Fees); (iii) a Simple Interest Receivable that is a Final Payment ReceivableThird, to interest and principal in accordance with the Simple Interest Method firsteach Lender, to pay any accrued but unpaid interest, secondfees and expenses of such Lender in connection with this Agreement and any other Credit Document (including without limitation any Unused Line of Credit Fees); (iv) Fourth, to the Level Pay Balance of such ReceivableLenders, thirdpro rata, any amounts necessary to reduce the Borrowing Base Deficiency, if any, to zero; and (v) Fifth, to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made by the Servicer with respect to such Last Scheduled Payment and fourthBorrower, to the extent of for its own account, any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payaheadamount. (b) All Liquidation Proceeds and any RecoveriesPrior to each Settlement Date, and any proceeds realized upon the liquidation, sale or dissolution Administrative Agent shall confirm the accuracy of the Owner Trust Estate (Monthly Servicing Report and, on each Settlement Date during the Amortization Period or any part thereof) upon during the occurrence continuance of an Event of Default under or after the Indenture shalloccurrence of the Tier 2 Collateral Performance Trigger, the Collateral Agent shall instruct the Disbursement Account Bank, based on the Monthly Servicing Report as confirmed by the Administrative Agent, in writing, by 1:00 p.m. (Chicago, Illinois time) on each Settlement Date to apply all Collections in the Disbursement Account with respect to the related Collection Period on each Settlement Date as follows: (i) First, to the Servicer, any Final Payment Receivable be applied first accrued and unpaid Servicing Fees or reimbursable expenses due under the Servicing Agreement; (ii) Second, on a pari passu basis, (A) to the Collection Account Bank, the Collection Account Bank Fees, reimbursable expenses and indemnification amounts of the Collection Account Bank accrued and unpaid as of the last day of the related Collection Period, (B) to the Disbursement Account Bank, the Disbursement Account Bank Fees, reimbursable expenses and indemnification amounts of the Disbursement Account Bank accrued and unpaid as of the last day of the related Collection Period, (C) to the Backup Servicer, the Backup Servicing Fees, reimbursable expenses (including, without limitation, any transition costs) and indemnification amounts of the Backup Servicer accrued and unpaid as of the last day of the related Collection Period and (D) to the Administrative Agent, to pay any other accrued but unpaid interest thereonfees and expenses and indemnification amounts of the Administrative Agent and the Collateral Agent in connection with this Agreement and any other Credit Document (including without limitation any Administrative Agent Fees); (iii) Third, secondto each Lender, to pay any accrued but unpaid interest, fees and expenses of such Lender in connection with this Agreement and any other Credit Document (including without limitation any Unused Line of Credit Fees); (iv) Fourth, to the Level Pay Balance of such Receivable and thirdLenders, pro rata, any amounts necessary to reduce the Borrowing Base Deficiency, if any, to zero; (v) Fifth, to the Lenders, pro rata, all remaining amounts until the outstanding principal amount of the Loans and Obligations has been reduced to zero; and (vi) Sixth, to the Borrower, for its own account, any remaining amount. (c) In addition, during the Revolving Commitment Period, so long as (x) the Facility Availability is greater than zero and (y) no Default or Event of Default has occurred and is continuing and no Tier 2 Collateral Performance Trigger has occurred, the Collateral Agent may, at any time, instruct the Disbursement Account Bank to release available funds to the Borrower in an amount up to the Facility Availability to be used by Borrower to purchase additional Eligible Receivables in accordance with Section 5.13 and subject to the conditions set forth in Section 3.3. (d) Not more frequently than once per week, the Collateral Agent shall direct the Disbursement Account Bank to release from the Disbursement Account any amounts owed to a Bank Partner Originator in respect of any Bank Partner Retained Percentages, if the Servicer has delivered to the Collateral Agent a certificate setting forth the calculation of such amounts owed to such Bank Partner Originator in form and substance reasonably satisfactory to the Collateral Agent, which certificate shall include reasonable detail regarding the calculation of the amounts owed to the Bank Partner Originator, including the applicable Bank Partner Retained Percentage, and designate a date for the payment of such reimbursement, which date shall not be earlier than two (2) Business Days following delivery of such certificate. Each of the Administrative Agent, the Collateral Agent and the Lenders shall not enforce any security interest in or Lien on, and acknowledge the applicable Bank Partner Originator’s interest in, the portion of funds then on deposit in the related Last Scheduled PaymentDisbursement Account or Collection Account that are identified as payments made with respect to Receivables originated by a Bank Partner Originator that are payable to such Bank Partner Originator in respect of its Bank Partner Retained Percentage thereof. (e) The Collateral Agent shall have no liability for any delay by the Disbursement Account Bank in transferring funds as directed by the Collateral Agent in accordance with this Section 2.10.

Application of Collections. (a) For the purposes of this Agreement, as of the close of business on the last day of each Collection Period, all collections received pursuant to Section 4.2 for such Collection Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) Collections shall be applied by the Servicer, in the case of (i) a Simple Interest Receivable that is a Standard Receivable, to interest and principal on the Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made distributed by the Servicer with respect to at such Last Scheduled Payment times and fourthin the order of priority set forth in this Section 4.2 and, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer Section 4.2 provides for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, distributions to the Scheduled Payment of such Actuarial ReceivableAdministrator, second shall be paid to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a PayaheadAdministrator. (b) All Liquidation Proceeds and On each Distribution Date prior to the Commitment Termination Date, the Servicer shall distribute from Collections received by the Borrower or the Servicer prior to such Distribution Date, the following amounts, without duplication, in the following order of priority: first, to the Administrator for distribution to each Lender interest accrued on the Loans made by such Lender during the period from the most recent Distribution Date to the current Distribution Date (plus, if applicable, the amount of interest on the Loans accrued for any Recoveriesprior period to the extent such amount has not been paid, and any proceeds realized upon to the liquidationextent permitted by law, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect to any Final Payment Receivable be applied first to accrued but unpaid interest thereon, ); second, to the Level Pay Balance Servicer, to the extent due and owing under this Agreement or any other Transaction Document, the accrued Servicing Fee payable for the prior Calculation Period (plus, if applicable, the amount of Servicing Fee payable for any prior Calculation Period to the extent such Receivable and amount has not been distributed to the Servicer); third, to the Administrator for distribution to the Issuing Lender and each Lender, to the extent due and owing under any Transaction Document, all Fees owing to the Issuing Lender and such Lender accrued during the prior Calculation Period (plus, if applicable, the amount of Fees accrued for any prior Calculation Period to the extent such amount has not been distributed to the Issuing Lender or the Administrator); fourth, to the Administrator for distribution (i) first, to the Lenders, in accordance with each Lender’s Pro Rata Share, as a repayment of principal of the Loans, and (ii) second, to the Issuing Lender in an amount to Cash-Collateralize the L/C Obligations (which shall reduce the Credit Exposure), an aggregate amount equal to the Borrowing Base Deficit, if any; fifth, to the Administrator for distribution to the Lenders, in accordance with each Lender’s Pro Rata Share, to the extent due and owing under this Agreement or any other Transaction Document on such Distribution Date, all other Obligations owed to any Secured Party; sixth, to pay each Originator for any outstanding unpaid L/C Reduction Amount owed to such Originator; provided that the priority of payment among any Originators with any outstanding unpaid L/C Reduction Amount shall be made in the order of time that the related L/C Reduction Notice was delivered pursuant to Section 1.9(a) of the Receivable Contribution and Sale Agreement; and seventh, the balance, if any, to the Borrower (provided, however, that nothing in this Section 4.2 shall prohibit the Borrower from applying Collections received from time to time (i) to the purchase of additional Receivables, (ii) to deposit all or a portion of the Cash-Collateral Amount into the Letter of Credit Collateral Account, or (iii) to prepay Advances as permitted by Section 4.1 so long as Collections available for distribution on a Distribution Date are sufficient to pay the amounts described in clauses first through sixth above). (c) On each Distribution Date on or after the Commitment Termination Date, the Servicer shall distribute from Collections received by the Borrower or the Servicer prior to such Distribution Date, the following amounts, without duplication, in the following order of priority: first, to the Administrator and each Lender, in payment of its reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) in connection with enforcement of the Transaction Documents on behalf of the Administrator and the Lenders; second, to the Servicer, to the extent due and owing under this Agreement or any other Transaction Document, the accrued Servicing Fee payable for the prior Calculation Period (plus, if applicable, the amount of Servicing Fee payable for any prior Calculation Period to the extent such amount has not been distributed to the Servicer); third, to the Administrator for distribution to the Lenders, in accordance with each Lender’s Pro Rata Share, all Obligations other than principal due and owing on such Distribution Date; fourth, to the Administrator for distribution (i) first, to the Issuing Lender to Cash-Collateralize the L/C Obligations (which shall reduce the Credit Exposure), and (ii) second, to the Lenders, in accordance with each Lender’s Pro Rata Share, as a repayment of principal of the Loans; fifth, to pay each Originator for any outstanding unpaid L/C Reduction Amount owed to such Originator, provided that the priority of payment among any Originators with any outstanding unpaid L/C Reduction Amount shall be made in the order of time that the related Last Scheduled PaymentL/C Reduction Notice was delivered pursuant to Section 1.9(a) of the Receivable Contribution and Sale Agreement; and sixth, once all amounts described in clauses first, second, third, fourth and fifth above have been paid in full, the balance, if any, to the Borrower.

Application of Collections. (a) For the purposes of this AgreementAgreement and the Further Transfer and Servicing Agreements, as of the close of business on the last day of no later than each Collection Period, Distribution Date all collections received pursuant to Section 4.2 for such Collection the related Monthly Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the Servicer, in the case of Servicer as follows: (ia) a Simple With respect to each Scheduled Interest Receivable that is (other than an Administrative Receivable or a Standard Warranty Receivable), payments by or on behalf of the Obligor which are not Supplemental Servicing Fees shall be applied first to interest and principal on the Receivable reduce outstanding advances of shortfalls in accordance with the Simple Interest Methodcollections, (ii) a Simple Interest Receivable that is a Final Payment Receivableif any, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, made pursuant to the Level Pay Balance of such Receivable, third, to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made by the Servicer Further Transfer and Servicing Agreements with respect to such Last Receivable. Next, the amount of any such payments in excess of Supplemental Servicing Fees and any such advances with respect to such Receivable shall be applied to the Scheduled Payment with respect to such Receivable. Any amount of such payments remaining after the applications described in the preceding two sentences constitutes an Excess Payment with respect to such Receivable, and fourthsuch Excess Payment (to the extent it does not constitute a Payment Ahead) shall be applied to prepay such Receivable. If the amounts applied under the first two sentences of this Section 3.11(a) shall be less than the Scheduled Payment, whether as a result of any extension granted to the Obligor or otherwise, then the Deferred Prepayment, if any, with respect to such Receivable shall be applied by the Servicer to the extent of any unreimbursed Last Scheduled Payment Advance with respect to the shortfall, and such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance Deferred Prepayment shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payaheadreduced accordingly. (b) All Liquidation Proceeds With respect to all Simple Interest Receivables (other than Administrative Receivables and any RecoveriesWarranty Receivables), and any proceeds realized upon the liquidation, sale payments by or dissolution on behalf of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect to any Final Payment Receivable Obligors which are not Supplemental Servicing Fees shall be applied first to accrued but unpaid interest thereon, second, the payment to the Level Pay Balance Servicer of Excess Simple Interest Collections, if any, and next to principal and interest on all such Simple Interest Receivables. (c) With respect to each Administrative Receivable and Warranty Receivable, payments by or on behalf of the Obligor shall be applied in the same manner, except that any Released Administrative Amount or Released Warranty Amount shall be remitted to the Servicer or CARI, as applicable. In the case of a Scheduled Interest Receivable, ▇ ▇arranty Payment shall be applied to reduce any advances described in Section 3.11(a) and such Warranty Payment or an Administrative Purchase Payment, as applicable, shall be applied to the Scheduled Payment, in each case to the extent that the payments by or on behalf of the Obligor shall be insufficient, and then to prepay such Receivable in full. In the case of a Simple Interest Receivable, a Warranty Payment or an Administrative Payment, as applicable, shall be applied to principal and third, to the principal portion of the related Last Scheduled Paymentinterest on such Receivable.

Application of Collections. (a) For the purposes of this Agreement, as of the close of business on the last day of each Collection Period, all collections received pursuant to Section 4.2 for such a Collection Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the ServicerServicer as follows: (a) With respect to each Lease, in payments by or on behalf of the case of Obligor thereof (i) a Simple Interest Receivable that is a Standard Receivableother than Administrative Fees with respect to such Lease, to interest the extent collected) shall be applied to Scheduled Payments and principal on the Receivable Prepayments in accordance with the Simple Interest Methodterms of such Lease and the Servicer's credit and collection policies and procedures. With respect to each Liquidated Lease, (ii) a Simple Interest Receivable that is a Final Payment Receivablethe Liquidation Proceeds shall be applied, for purposes of this Agreement and the Indenture only, to interest Scheduled Payments and principal in accordance with Prepayment on the Simple Interest Method first, to accrued but unpaid interest, second, to Lease as if the Level Pay Balance of such Receivable, third, to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not Liquidation Proceeds had been made paid by the Servicer Obligor on the Accounting Date, and then to any other amounts due and payable with respect to such Last Scheduled Payment and fourth, Lease. The Servicer shall not be entitled to the extent of any unreimbursed Last Scheduled Payment Advance Administrative Fees with respect to such Simple Interest Receivable, to reimburse a Liquidated Lease unless the Servicer Required Payoff Amount for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to Lease has been deposited in the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a PayaheadCollection Account. (b) With respect to each Lease that has become a Purchased Lease as of any Deposit Date, the Purchase Amount shall be applied, for purposes of this Agreement and the Indenture only, to Scheduled Payments and Prepayment on the Lease as if the Purchase Amount had been paid by the Obligor on the related Accounting Date. All Liquidation Proceeds and any Recoveries, and any proceeds realized upon the liquidation, sale payments by or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence on behalf of an Event of Default under the Indenture shall, Obligor received with respect to any Final Payment Receivable Purchased Lease after the Accounting Date immediately preceding the Deposit Date on which the Purchase Amount was paid by Vendor Services, shall be applied first paid to accrued but unpaid interest thereonVendor Services and shall not be included in Pledged Revenues. (c) With respect to each Lease that has been purchased by the Contributor pursuant to Section 5.1, secondthe purchase price shall be applied, for purposes of this Agreement and the Indenture only, to Scheduled Payments and Prepayments on the Level Pay Balance Lease as if such purchase price had been paid by the Obligor on the Accounting Date. All payments by or on behalf of such Receivable and thirdan Obligor received with respect to any Lease so purchased after the Accounting Date on which the purchase price was paid by the Contributor, shall be paid to the principal portion of Contributor and shall not be included in the related Last Scheduled PaymentAmount Available.

Application of Collections. (a) For the purposes of this Agreement, as of the close of business on the last day of each Collection Period, all collections received pursuant to Section 4.2 for such Collection Period for each Receivable (excluding amounts received by the Servicer with respect to Rule of 78's Payments, the amounts actually collected with respect to the Supplemental Servicing Fee and Fee, amounts collected with respect to a Purchased Receivable) shall be applied by the Servicer, in the case of (i) a Simple Interest Receivable that is a Standard Receivable, to interest and principal on the Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method firstFIRST, to accrued but unpaid interest, secondSECOND, to the Level Pay Balance of such Receivable, thirdTHIRD, to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made by the Servicer with respect to such Last Scheduled Payment and fourthFOURTH, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, firstFIRST, to the Scheduled Payment of such Actuarial Receivable, second SECOND to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, thirdTHIRD, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourthFOURTH, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payahead. (b) All Liquidation Proceeds and any Recoveries, and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture or an Insolvency Event with respect to the Seller shall, with respect to any Final Payment Receivable be applied first FIRST to accrued but unpaid interest thereon, secondSECOND, to the Level Pay Balance of such Receivable and thirdTHIRD, to the principal portion of the related Last Scheduled Payment.

Application of Collections. (a) For the purposes of this Agreement, as of the close of business on the last day of each Collection Period, all collections received pursuant to Section 4.2 for such a Collection Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the ServicerServicer as follows: (a) With respect to each Receivable (other than a Purchased Receivable), payments by or on behalf of the Obligor (other than of Supplemental Servicing Fees with respect to such Receivable, to the extent collected) shall be applied, in the case of (i) a Rule of 78s Receivable, first, to the Scheduled Payment of such Rule of 78s Receivable and, second, to any late fees accrued with respect to such Rule of 78s Receivable and, in the case of a Simple Interest Receivable, to interest and principal in accordance with the Simple Interest Method. With respect to any Rule of 78s Receivable, any remaining excess shall be applied to prepay the Receivable. With respect to Simple Interest Receivables, any prepayment of principal during each Collection Period shall be immediately applied to reduce the principal balance of the Receivable during such Collection Period. (b) With respect to each Receivable that is has become a Standard ReceivablePurchased Receivable on any Deposit Date, the Purchase Amount shall be applied, for purposes of this Agreement only, to interest and principal on the Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to the principal portion terms of the Last Scheduled Payment to Receivable as if the extent a Last Scheduled Payment Advance has not Purchase Amount had been made paid by the Obligor on the Record Date. The Servicer shall not be entitled to any Supplemental Servicing Fees with respect to such Last Scheduled Payment and fourth, to the extent a Receivable. Nothing contained herein shall relieve any Obligor of any unreimbursed Last Scheduled Payment Advance with respect obligation relating to such Simple Interest any Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payahead. (bc) All Liquidation Proceeds amounts collected that are payable to the Servicer as Supplemental Servicing Fees hereunder shall be deposited in the Collection Account and any Recoveries, and any proceeds realized upon paid to the liquidation, sale Servicer in accordance with Section 5.5(b)(i). (d) All payments by or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence on behalf of an Event of Default under the Indenture shall, Obligor received with respect to any Final Payment Purchased Receivable after the Record Date immediately preceding the Deposit Date on which the Purchase Amount was paid by the Seller, the Originators, [____________] or the Servicer shall be applied first to accrued but unpaid interest thereon, second, paid to the Level Pay Balance of such Receivable Seller, the Originators, [____________] or the Servicer, respectively, and third, to shall not be included in the principal portion of the related Last Scheduled PaymentAvailable Funds.

Application of Collections. (a) For the purposes of this Agreement, as of the close of business on the last day of each Collection Period, all collections received pursuant to Section 4.2 for such Collection a Monthly Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the Servicer, in the case of Servicer as follows: (ia) a Simple Interest Receivable that is a Standard With respect to each Receivable, payments by or on behalf of the Obligor thereof (other than of Supplemental Servicing Fees with respect to such Receivable, to the extent collected) shall be applied to interest and principal on the with respect to such Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment terms of such Receivable. With respect to each Liquidated Receivable, Liquidation Proceeds shall be applied to interest and principal with respect to such Receivable in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance terms of such Receivable, third, and then to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made by the Servicer any Insurance Add-On Amount due and payable with respect to such Last Scheduled Payment and fourth, Receivable. The Servicer shall not be entitled to the extent of any unreimbursed Last Scheduled Payment Advance Supplemental Servicing Fees with respect to such Simple Interest a Liquidated Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payahead. (b) All Liquidation Proceeds and With respect to each Receivable that has become a Purchased Receivable on any RecoveriesDeposit Date, and any proceeds realized upon the liquidationPurchase Amount shall be applied, sale or dissolution for purposes of the Owner Trust Estate Receivable as if the Purchase Amount had been paid by the Obligor on the Accounting Date. The Servicer shall not be entitled to any Supplemental Servicing Fees with respect to such a Receivable. Nothing contained herein shall relieve any Obligor of any obligation relating to any Receivable. (c) All amounts collected that are payable to the Servicer as Supplemental Servicing Fees hereunder shall be deposited in the Collection Account and paid to the Servicer in accordance with Section 4.6(iii). (d) All payments by or any part thereof) upon the occurrence on behalf of an Event of Default under the Indenture shall, Obligor received with respect to any Final Payment Purchased Receivable after the Accounting Date immediately preceding the Deposit Date on which the Purchase Amount was paid by the Seller, OFL or the Servicer shall be applied first to accrued but unpaid interest thereon, second, paid to the Level Pay Balance of such Receivable Seller, OFL or the Servicer, respectively, and third, to shall not be included in the principal portion of the related Last Scheduled PaymentAvailable Funds.

Application of Collections. (a) For the purposes of this Agreement, as of the close of business on the last day of On each Collection PeriodPayment Date, all collections received pursuant to Section 4.2 for such the related Collection Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the ServicerServicer as follows: (a) With respect to each Receivable (other than an Administrative Receivable or a Warranty Receivable), in the case of (i) a Simple Interest Receivable that is a Standard Receivable, to interest and principal payments made by or on the Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to the principal portion behalf of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has Obligor which are not been made by the Servicer with respect to such Last Scheduled Payment and fourth, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, Supplemental Servicing Fees shall be applied first to reimburse the Servicer for Outstanding Advances made with respect to such Last Scheduled Payment Advance and Receivable (iii) each such payment, an Actuarial Receivable"Overdue Payment"). Next, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent amount of any unreimbursed Actuarial payment in excess of Supplemental Servicing Fees and Outstanding Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, Receivable shall be applied to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable. If the amount of such payment remaining after the applications described in the two preceding sentences (i) in the case of Precomputed Receivables equals (together with any Deferred Prepayment) the unpaid principal balance of such Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance it shall be sufficient applied to prepay the Actuarial Receivable principal balance of such Receivable, or (ii) in fullthe case of Simple Interest Receivables, and otherwise it shall be applied to prepay the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payaheadprincipal balance of such Receivable. (b) All Liquidation Proceeds With respect to each Administrative Receivable and Warranty Receivable, payments made by or on behalf of the Obligor shall be applied in the same manner, except that any RecoveriesReleased Administrative Amount or Released Warranty Amount shall be remitted to the Servicer or the Seller, as applicable. A Warranty Purchase Payment shall be applied to reduce Outstanding Advances and such Warranty Purchase Payment or an Administrative Purchase Payment, as applicable, shall then be applied to the Scheduled Payment, in each case to the extent that the payments by the Obligor shall be insufficient, and any proceeds realized upon then to prepay the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect to any Final Payment Receivable be applied first to accrued but unpaid interest thereon, second, to the Level Pay Balance principal balance of such Receivable and third, in full. (c) Any Swap Payment Outgoing payable by the Trust to the Swap Counterparty on any Payment Date will be deducted from collections on the Receivables for the related Collection Period prior to making any payments of interest and principal portion of the related Last Scheduled PaymentNotes.

Application of Collections. (a) For the purposes of this Agreement, as of the close of business on the last day of each Collection Period, all collections received pursuant to Section 4.2 for such a Collection Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the ServicerServicer as follows: (a) With respect to each Receivable (other than a Purchased Receivable), payments by or on behalf of the Obligor (other than of Supplemental Servicing Fees with respect to such Receivable, to the extent collected) shall be applied, in the case of (i) a Rule of 78s Receivable, first, to the Scheduled Payment of such Rule of 78s Receivable and, second, to any late fees accrued with respect to such Rule of 78s Receivable and, in the case of a Simple Interest Receivable, to interest and principal in accordance with the Simple Interest Method. With respect to any Rule of 78s Receivable, any remaining excess shall be applied to prepay the Receivable. With respect to Simple Interest Receivables, any prepayment of principal during each Collection Period shall be immediately applied to reduce the principal balance of the Receivable during such Collection Period. (b) With respect to each Receivable that is has become a Standard ReceivablePurchased Receivable on any Deposit Date, the Purchase Amount shall be applied, for purposes of this Agreement only, to interest and principal on the Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to the principal portion terms of the Last Scheduled Payment to Receivable as if the extent a Last Scheduled Payment Advance has not Purchase Amount had been made paid by the Obligor on the Record Date. The Servicer shall not be entitled to any Supplemental Servicing Fees with respect to such Last Scheduled Payment and fourth, to the extent a Receivable. Nothing contained herein shall relieve any Obligor of any unreimbursed Last Scheduled Payment Advance with respect obligation relating to such Simple Interest any Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payahead. (bc) All Liquidation Proceeds amounts collected that are payable to the Servicer as Supplemental Servicing Fees hereunder shall be deposited in the Collection Account and any Recoveries, and any proceeds realized upon paid to the liquidation, sale Servicer in accordance with SECTION 5.5(B)(I). (d) All payments by or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence on behalf of an Event of Default under the Indenture shall, Obligor received with respect to any Final Payment Purchased Receivable after the Record Date immediately preceding the Deposit Date on which the Purchase Amount was paid by the Seller, the Originators, [____________] or the Servicer shall be applied first to accrued but unpaid interest thereon, second, paid to the Level Pay Balance of such Receivable Seller, the Originators, [____________] or the Servicer, respectively, and third, to shall not be included in the principal portion of the related Last Scheduled PaymentAvailable Funds.

Application of Collections. After the exercise of remedies provided for in this Agreement or the other Loan Documents (a) For or after the purposes of this Agreement, as of Loans have automatically become immediately due and payable and the close of business on the last day of each Collection Period, all collections received pursuant to Section 4.2 for such Collection Period for each Receivable (excluding the amounts actually collected Obligations with respect to outstanding Letters of Credit have automatically been required to be cash collateralized as set forth in Section 2.23(g)), any amounts received on account of the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) Obligations shall be applied by the ServicerAdministrative Agent in the following order (but with amounts received from the Subsidiary Borrower to be applied in such order only to those Obligations that are owing from the Subsidiary Borrower as provided herein; all other amounts received on account of the Obligations shall be applied in such order to the Obligations of all Loan Parties (including the Subsidiary Borrower)): First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities, and other amounts (other than principal and interest) payable to the Lenders, ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (applied first to Swingline Loans and then to Revolving Loans) and fees payable in respect of the outstanding Letters of Credit, ratably among the Lenders in proportion to their respective amounts described in this clause Third held by them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans (applied first to Swingline Loans and then to Revolving Loans) and reimbursement obligations with respect to LC Disbursements, and for cash collateralization of outstanding Letters of Credit, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers or to any other Persons lawfully entitled thereto, or as otherwise required by applicable law. Amounts used for cash collateralization of the aggregate undrawn amount of any Letters of Credit pursuant to clause Fourth shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amounts remain on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the case of (i) a Simple Interest Receivable that is a Standard Receivable, to interest and principal on the Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made by the Servicer with respect to such Last Scheduled Payment and fourth, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payaheadorder set forth above. (b) All Liquidation Proceeds and any Recoveries, and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect to any Final Payment Receivable be applied first to accrued but unpaid interest thereon, second, to the Level Pay Balance of such Receivable and third, to the principal portion of the related Last Scheduled Payment.

Application of Collections. After the exercise of remedies provided for in this Agreement or the other Credit Documents (a) For or after the purposes of this Agreement, as of the close of business on the last day of each Collection Period, all collections received pursuant to Section 4.2 for such Collection Period for each Receivable (excluding the amounts actually collected Reimbursement Obligations with respect to the Supplemental Servicing Fee and outstanding Letter of Credit have automatically been required to be cash collateralized), any amounts collected with respect to a Purchased Receivable) received on account of the Reimbursement Obligations shall be applied by the Servicer, Administrative Agent in the case of following order: (ia) a Simple Interest Receivable that is a Standard ReceivableFirst, to interest and principal on the Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable payment of that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to the principal portion of the Last Scheduled Payment Reimbursement Obligations constituting fees, indemnities, expenses and other amounts payable to the extent a Last Scheduled Payment Advance has not been made by Administrative Agent or the Servicer with respect to such Last Scheduled Payment and fourth, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable Issuing Bank in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) its capacity as a Payahead.such; (b) All Liquidation Proceeds and any RecoveriesSecond, to payment of that portion of the Reimbursement Obligations constituting fees, indemnities, and any proceeds realized upon other amounts (other than principal and interest) payable to the liquidationLenders, sale or dissolution ratably among them in proportion to the amounts described in this clause Second payable to them; (c) Third, to payment of that portion of the Owner Trust Estate Reimbursement Obligations constituting accrued and unpaid interest and fees payable in respect of the outstanding Letter of Credit, ratably among the Lenders in proportion to their respective amounts described in this clause Third held by them; (or any part thereofd) upon Fourth, to payment of that portion of the occurrence of an Event of Default under the Indenture shall, Reimbursement Obligations constituting unpaid reimbursement obligations with respect to any Final Payment Receivable be applied first payments made under the Letter of Credit, and for cash collateralization of the outstanding Letter of Credit, ratably among the Lenders in proportion to accrued but unpaid interest thereonthe respective amounts described in this clause Fourth held by them; and (e) Last, secondthe balance, if any, after all of the Reimbursement Obligations have been indefeasibly paid in full, to the Level Pay Balance Borrower or to any other Persons lawfully entitled thereto, or as otherwise required by applicable law. Amounts used for cash collateralization of the aggregate undrawn amount of the Letter of Credit pursuant to clause Fourth shall be applied to satisfy drawings under the Letter of Credit as such Receivable and thirddrawings occur. If any amounts remain on deposit as cash collateral after the Letter of Credit has either been fully drawn or expired, such remaining amount shall be applied to the principal portion of other Reimbursement Obligations, if any, in the related Last Scheduled Paymentorder set forth above.

Application of Collections. (a) For the purposes of this AgreementAgreement and the Further Transfer and Servicing Agreements, as of the close of business on the last day of no later than each Collection Period, Distribution Date all collections received pursuant to Section 4.2 for such Collection the related Monthly Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the Servicer, in the case of Servicer as follows: (ia) a Simple [With respect to each Scheduled Interest Receivable that is (other than an Administrative Receivable or a Standard Warranty Receivable), payments by or on behalf of the Obligor which are not Supplemental Servicing Fees shall be applied first to interest and principal on the Receivable reduce outstanding advances of shortfalls in accordance with the Simple Interest Methodcollections, (ii) a Simple Interest Receivable that is a Final Payment Receivableif any, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, made pursuant to the Level Pay Balance of such Receivable, third, to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made by the Servicer Further Transfer and Servicing Agreements with respect to such Last Receivable. Next, the amount of any such payments in excess of Supplemental Servicing Fees and any such advances with respect to such Receivable shall be applied to the Scheduled Payment with respect to such Receivable. Any amount of such payments remaining after the applications described in the preceding two sentences constitutes an Excess Payment with respect to such Receivable, and fourthsuch Excess Payment (to the extent it does not constitute a Payment Ahead) shall be applied to prepay such Receivable. If the amounts applied under the first two sentences of this Section 3.11(a) shall be less than the Scheduled Payment, whether as a result of any extension granted to the Obligor or otherwise, then the Deferred Prepayment, if any, with respect to such Receivable shall be applied by the Servicer to the extent of any unreimbursed Last Scheduled Payment Advance with the shortfall, and such Deferred Prepayment shall be reduced accordingly.] (b) With respect to all Simple Interest Receivables (other than Administrative Receivables and Warranty Receivables), payments by or on behalf of the Obligors that are not Supplemental Servicing Fees shall be applied to principal and interest on all such Simple Interest Receivables. (c) With respect to each Administrative Receivable and Warranty Receivable, payments by or on behalf of the Obligor shall be applied in the same manner[, except that any Released Administrative Amount or Released Warranty Amount shall be remitted to the Servicer or ▇▇▇▇, as applicable. In the case of a Scheduled Interest Receivable, a Warranty Payment shall be applied to reduce any advances described] as set forth in Section 3.11(a). A Warranty Payment or an Administrative Purchase [Payment, as applicable, shall be applied to the Scheduled Payment, in each case to the extent that the payments by or on behalf of the Obligor shall be insufficient, and then to prepay such Receivable in full. In the case of a Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled a Warranty Payment Advance and (iii) or an Actuarial ReceivableAdministrative] Payment, firstas applicable, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient applied to prepay the Actuarial Receivable in full, principal and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payaheadinterest on such Receivable. (b) All Liquidation Proceeds and any Recoveries, and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect to any Final Payment Receivable be applied first to accrued but unpaid interest thereon, second, to the Level Pay Balance of such Receivable and third, to the principal portion of the related Last Scheduled Payment.

Application of Collections. (a) For the purposes of this Agreement, as of the close of business on the last day of each Collection Period, all collections received pursuant to Section 4.2 for such Collection Period for allocated to each Receivable (excluding which allocation excludes amounts received by the amounts actually collected Servicer with respect to Rule of 78's Payments, the Supplemental Servicing Fee and amounts collected with respect to a Purchased ReceivableReceivables) shall be applied by the Servicer, (i) in the case of (i) a Simple Interest Receivable that is a Receivables which are Standard ReceivableReceivables, to interest and principal on the Receivable in accordance with the Simple Interest Method, (ii) a in the case of Simple Interest Receivable that is a Receivables which are Final Payment ReceivableReceivables, to interest and principal in accordance with the Simple Interest Method first, first to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to principal other than the principal portion of the Last Scheduled Payment Payments and third, to principal on the extent a Last Scheduled Payment Advance has not been made by the Servicer with respect to such Last Scheduled Payment and fourth, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance Payments and (iii) an in the case of Actuarial ReceivableReceivables, first, first to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourthand, to the extent that any amounts are remaining then due to a prepayment of such the Actuarial ReceivableReceivables, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all the Monthly Remittance Conditions are Condition is satisfied, to the Servicer) as a PayaheadPayahead to the extent of future level monthly payments. (b) All Liquidation Proceeds and any Recoveries, and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture or an Insolvency Event with respect to the Seller shall, with respect to any Final Payment Receivable be applied first to accrued but unpaid interest thereon, second, to principal other than the Level Pay Balance principal portion of such Receivable the related Last Scheduled Payment and third, to the principal portion of the related Last Scheduled Payment.

Application of Collections. i. Subject to Section 2.16, funds on deposit in the Collection Account from time to time may be invested in Permitted Investments at the direction of the Borrower. Each such Permitted Investment shall mature not later than the Business Day preceding the next Distribution Date and shall be held to maturity. Each investment instruction by the Borrower, which may be a standing instruction, shall designate specific types of Permitted Investments (aand the terms thereof) For and shall certify that such investments constitute Permitted Investments that will mature at the purposes time specified in the preceding sentence. Absent the written instruction of the Borrower, the funds on deposit in the Collection Account shall remain uninvested. None of the Administrative Agent, the Paying Agent or Securities Intermediary shall be liable for any loss incurred in connection with an investment in the Collection Account, except for losses due to such Person’s failure to make payments on such Permitted Investments issued by such Person in its commercial capacity as principal obligor (and not as Administrative Agent, Paying Agent or Securities Intermediary). ii. On each Distribution Date, the Paying Agent shall, based solely on the information set forth in the related Monthly Report, apply all Available Funds for such Distribution Date in the following order and priority: (i) first, to the Servicer, the Servicing Fee for the immediately preceding Collection Period, together with any accrued and unpaid Servicing Fees and reimbursement of any amounts owing under Section 2.3(c) of the Servicing Agreement and, if the Servicer is a Successor Servicer, to the extent not previously paid by the predecessor Servicer, reasonable Transition Expenses (up to a maximum of $100,000 in the aggregate over the term of this Agreement) incurred in becoming the Successor Servicer; (ii) second, as pro rata, (i) to the Backup Servicer, any accrued and unpaid Backup Servicing Fees, out-of-pocket expenses and indemnification amounts then due and payable by the Borrower to the Backup Servicer, provided that such out-of-pocket expenses and indemnification amounts shall not exceed $10,000 in the aggregate in any calendar year, (ii) to the Custodian, any accrued and unpaid Custodial Fees, out-of-pocket expenses and indemnification amounts then due and payable by the Borrower to the Custodian; provided that such out-of-pocket expenses and indemnification amounts shall not exceed $10,000 in the aggregate in any calendar year, and (iii) to the Paying Agent, any accrued and unpaid Paying Agent Fees, out-of-pocket expenses and indemnification amounts then due and payable by the Borrower to the Paying Agent pursuant to this Agreement; provided that such out-of-pocket DB1/ 121185831.1121185831.9 47 expenses and indemnification amounts shall not exceed $20,000 in the aggregate in any calendar year; (iii) third, pro rata (A) to the Lenders in accordance with Section 2.06(c), the Interest and Unused Fees due to the Lenders for the related Interest Period and any accrued Interest and Unused Fees with respect to any prior Interest Period to the extent not paid on a prior Distribution Date and (B) (1) to the Hedge Counterparties, pro rata, net payments, if any, (excluding Hedge Breakage Costs) then due and payable to them by the Borrower under the Hedging Agreements and (2) to the Hedge Reserve Account, the amount necessary, if any, to cause the Hedge Reserve Amounts to equal the Hedge Reserve Account Required Balance for such Distribution Date; (iv) fourth, pro rata (A) to the Lenders in accordance with Section 2.06(c), the Monthly Principal Payment Amount on such Distribution Date and (B) to the Hedge Counterparties, pro rata, Hedge Breakage Costs, if any, then due and payable to them by the Borrower under the Hedging Agreements; (v) fifth, to the Lenders in accordance with Section 2.06(c), any other fees, costs, expenses or indemnities then due or payable by the Borrower under this Agreement or any other Facility Document; (vi) sixth, to the extent not previously paid pursuant to clause (ii) above, pro rata, to the Backup Servicer, the Custodian and the Paying Agent any fees, costs, expenses or indemnities due from the Borrower to such Person under this Agreement or any other Facility Document; (vii) seventh, pro rata to each Lender in accordance with Section 2.06(c), the amount of any voluntary reduction of the close Aggregate Loan Principal Balance that the Borrower has elected to effect on such Distribution Date; and (viii) eighth, any remaining amounts to or at the direction of business on the last day Borrower. iii. The Paying Agent shall remit each installment of each Collection PeriodInterest, all collections received Unused Fees or principal in respect of the Loans pursuant to Section 4.2 for such Collection Period for each Receivable (excluding the amounts actually collected with respect 2.06(b) to the Supplemental Servicing Fee and amounts collected with respect Lenders (or the related Managing Agent) by wire transfer in immediately available funds to a Purchased Receivable) the account designated by such Lender or its related Managing Agent in writing to the Paying Agent. Each Managing Agent shall be applied allocate all payments received by the Servicer, Paying Agent under this Section 2.06(c) to the Lenders in the case related Lender Group. Amounts in respect of (i) a Simple Interest Receivable that is a Standard Receivable, and Unused Fees shall be allocated and paid to interest and principal the Lenders based on the Receivable in accordance with the Simple Interest Methodamounts accrued at their applicable rates on their respective Invested Percentages, (ii) a Simple Interest Receivable that is a Final Payment Receivable, to interest the principal of the Loans shall be allocated and principal in accordance with paid by the Simple Interest Method first, to accrued but unpaid interest, second, Paying Agent to the Level Pay Balance of such Receivable, third, to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made by the Servicer with respect to such Last Scheduled Payment and fourth, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance Lenders based on their respective Invested Percentages and (iii) an Actuarial Receivablefees, firstcosts, expenses or indemnities shall be allocated and paid by the Paying Agent to the Scheduled Payment of Lenders to whom such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payaheadpayable. (b) All Liquidation Proceeds and any Recoveries, and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect to any Final Payment Receivable be applied first to accrued but unpaid interest thereon, second, to the Level Pay Balance of such Receivable and third, to the principal portion of the related Last Scheduled Payment.

Application of Collections. (a) For the purposes of this AgreementAgreement and the Further Transfer and Servicing Agreements, as of the close of business on the last day of no later than each Collection Period, Distribution Date all collections received pursuant to Section 4.2 for such Collection the related Monthly Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the Servicer, in the case of Servicer as follows: (ia) a Simple [With respect to each Scheduled Interest Receivable that is (other than an Administrative Receivable or a Standard Warranty Receivable), payments by or on behalf of the Obligor which are not Supplemental Servicing Fees shall be applied first to interest and principal on the Receivable reduce outstanding advances of shortfalls in accordance with the Simple Interest Methodcollections, (ii) a Simple Interest Receivable that is a Final Payment Receivableif any, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, made pursuant to the Level Pay Balance of such Receivable, third, to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made by the Servicer Further Transfer and Servicing Agreements with respect to such Last Receivable. Next, the amount of any such payments in excess of Supplemental Servicing Fees and any such advances with respect to such Receivable shall be applied to the Scheduled Payment with respect to such Receivable. Any amount of such payments remaining after the applications described in the preceding two sentences constitutes an Excess Payment with respect to such Receivable, and fourthsuch Excess Payment (to the extent it does not constitute a Payment Ahead) shall be applied to prepay such Receivable. If the amounts applied under the first two sentences of this Section 3.11(a) shall be less than the Scheduled Payment, whether as a result of any extension granted to the Obligor or otherwise, then the Deferred Prepayment, if any, with respect to such Receivable shall be applied by the Servicer to the extent of any unreimbursed Last Scheduled Payment Advance with the shortfall, and such Deferred Prepayment shall be reduced accordingly.] (b) With respect to all Simple Interest Receivables (other than Administrative Receivables and Warranty Receivables), payments by or on behalf of the Obligors that are not Supplemental Servicing Fees shall be applied first to the payment to the Servicer of Excess Simple Interest Collections, if any, and next to principal and interest on all such Simple Interest Receivables. (c) With respect to each Administrative Receivable and Warranty Receivable, payments by or on behalf of the Obligor shall be applied in the same manner[, except that any Released Administrative Amount or Released Warranty Amount shall be remitted to the Servicer or C▇▇▇, as applicable. In the case of a Scheduled Interest Receivable, a Warranty Payment shall be applied to reduce any advances described] as set forth in Section 3.11(a). A Warranty Payment or an Administrative Purchase [Payment, as applicable, shall be applied to the Scheduled Payment, in each case to the extent that the payments by or on behalf of the Obligor shall be insufficient, and then to prepay such Receivable in full. In the case of a Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled a Warranty Payment Advance and (iii) or an Actuarial ReceivableAdministrative] Payment, firstas applicable, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient applied to prepay the Actuarial Receivable in full, principal and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payaheadinterest on such Receivable. (b) All Liquidation Proceeds and any Recoveries, and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect to any Final Payment Receivable be applied first to accrued but unpaid interest thereon, second, to the Level Pay Balance of such Receivable and third, to the principal portion of the related Last Scheduled Payment.

Application of Collections. (a) For the purposes of this Agreement, as of the close of business on the last day of each Collection Period, all collections received pursuant to Section 4.2 for such Collection a Monthly Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the ServicerServicer as follows: (a) With respect to each Receivable, payments by or on behalf of the Obligor thereof (other than of Supplemental Servicing Fees with respect to such Receivable, to the extent collected) shall be applied to interest and principal with respect to such Receivable in accordance with the case terms of such Receivable. With respect to each Liquidated Receivable, Liquidation Proceeds shall be applied to interest and principal with respect to such Receivable in accordance with the terms of such Receivable, and then to any Insurance Add-On Amount due and payable with respect to such Receivable. The Servicer shall not be entitled to any Supplemental Servicing Fees with respect to a Liquidated Receivable. (ib) a Simple Interest With respect to each Receivable that is has become a Standard ReceivablePurchased Receivable on any Deposit Date, the Purchase Amount shall be applied, for purposes of this Agreement only, to interest and principal on the Receivable in accordance with the Simple Interest Method, terms of the Receivable as if the Purchase Amount had been paid by the Obligor on the Accounting Date next preceding such Deposit Date. The Servicer shall not be entitled to any Supplemental Servicing Fees with respect to such a Receivable. Nothing contained herein shall relieve any Obligor of any obligation relating to any Receivable. (iic) a Simple Interest With respect to each Receivable that is has become a Final Payment ReceivableRepurchased Receivable on any date, the Repurchase Price shall be applied, for purposes of this Agreement only, to interest and principal on the Receivable in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to the principal portion terms of the Last Scheduled Payment to Receivable as if the extent a Last Scheduled Payment Advance has not Repurchase Price had been made paid by the Obligor on such date. The Servicer shall not be entitled to any Supplemental Servicing Fees with respect to such Last Scheduled Payment and fourth, to the extent a Receivable. Nothing contained herein shall relieve any Obligor of any unreimbursed Last Scheduled Payment Advance with respect obligation relating to such Simple Interest any Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payahead. (bd) All Liquidation Proceeds amounts collected that are payable to the Servicer as Supplemental Servicing Fees hereunder shall be deposited in the Collection Account and any Recoveries, paid to the Servicer in accordance with Sections 3.6(a)(iv) and any proceeds realized upon the liquidation, sale 3.6(b)(iv). (e) All payments by or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence on behalf of an Event of Default under the Indenture shall, Obligor received with respect to any Final Payment Purchased Receivable after the Accounting Date immediately preceding the Deposit Date on which the Purchase Amount was paid by the Seller, OFL or the Servicer shall be applied first to accrued but unpaid interest thereon, second, paid to the Level Pay Balance of such Receivable Seller, OFL or the Servicer, respectively, and thirdshall not be included in the Available Funds, to the principal portion of Distribution Amount or the related Last Scheduled PaymentSpread Account Available Funds.

Application of Collections. (a) For the purposes of this Agreement, as of the close of business on the last day of each Collection Period, all collections received pursuant to Section 4.2 for such a Collection Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the ServicerServicer as follows: (a) With respect to each Lease, in payments by or on behalf of the case of Obligor thereof (i) a Simple Interest Receivable that is a Standard Receivableother than Administrative Fees with respect to such Lease, to interest the extent collected) shall be applied to Scheduled Payments and principal on the Receivable Prepayments in accordance with the Simple Interest Methodterms of such Lease and the Servicer's credit and collection policies and procedures. With respect to each Liquidated Lease, (ii) a Simple Interest Receivable that is a Final Payment Receivablethe Liquidation Proceeds shall be applied, for purposes of this Agreement and the Indenture only, to interest Scheduled Payments and principal in accordance with Prepayments on the Simple Interest Method first, to accrued but unpaid interest, second, to Lease as if the Level Pay Balance of such Receivable, third, to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not Liquidation Proceeds had been made paid by the Servicer Obligor on the Accounting Date, and then to any other amounts due and payable with respect to such Last Scheduled Payment and fourth, Lease. The Servicer shall not be entitled to the extent of any unreimbursed Last Scheduled Payment Advance Administrative Fees with respect to such Simple Interest Receivable, to reimburse a Liquidated Lease unless the Servicer Required Payoff Amount for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to Lease has been deposited in the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a PayaheadCollection Account. (b) With respect to each Lease that has become a Purchased Lease as of any Deposit Date, the Purchase Amount shall be applied, for purposes of this Agreement and the Indenture only, to Scheduled Payments and Prepayments on the Lease as if the Purchase Amount had been paid by the Obligor on the related Accounting Date. All Liquidation Proceeds and any Recoveries, and any proceeds realized upon the liquidation, sale payments by or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence on behalf of an Event of Default under the Indenture shall, Obligor received with respect to any Final Payment Receivable Purchased Lease after the Accounting Date immediately preceding the Deposit Date on which the Purchase Amount was paid by Vendor Services, shall be applied first paid to accrued but unpaid interest thereonVendor Services and shall not be included in Pledged Revenues. (c) With respect to each Lease that has been repurchased by the Contributor pursuant to Section 5.1, secondthe purchase price shall be applied, for purposes of this Agreement and the Indenture only, to Scheduled Payments and Prepayments on the Level Pay Balance Lease as if such purchase price had been paid by the Obligor on the Accounting Date. All payments by or on behalf of such Receivable and thirdan Obligor received with respect to any Lease so repurchased after the Accounting Date on which the purchase price was paid by the Contributor, shall be paid to the principal portion of Contributor and shall not be included in the related Last Scheduled PaymentAmount Available.

Application of Collections. (a) For the purposes of this Agreement, as of the close of business on the last day of each Collection Period, all collections received pursuant to Section 4.2 for such a Collection Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the ServicerServicer as follows: (a) With respect to each Receivable (other than a Purchased Receivable), payments by or on behalf of the Obligor (other than of Supplemental Servicing Fees with respect to such Receivable, to the extent collected) shall be applied to interest and principal in accordance with the case of (i) a Simple Interest Method. With respect to each Liquidated Receivable, Liquidation Proceeds shall be applied to interest and principal with respect to such Receivable in accordance with the Simple Interest Method. Any prepayment of principal during each Collection Period shall be immediately applied to reduce the principal balance of the Receivable during such Collection Period. (b) With respect to each Receivable that is has become a Standard ReceivablePurchased Receivable on any Deposit Date, the Purchase Amount shall be applied, for purposes of this Agreement only, to interest and principal on the Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to the principal portion terms of the Last Scheduled Payment to Receivable as if the extent a Last Scheduled Payment Advance has not Purchase Amount had been made paid by the Obligor on the Accounting Date. The Servicer shall not be entitled to any Supplemental Servicing Fees with respect to such Last Scheduled Payment and fourth, to the extent a Receivable. Nothing contained herein shall relieve any Obligor of any unreimbursed Last Scheduled Payment Advance with respect obligation relating to such Simple Interest any Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payahead. (bc) All Liquidation Proceeds amounts collected that are payable to the Servicer as Supplemental Servicing Fees hereunder shall be deposited in the Collection Account and any Recoveries, and any proceeds realized upon paid to the liquidation, sale Servicer in accordance with Section 5.5(a)(i). (d) All payments by or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence on behalf of an Event of Default under the Indenture shall, Obligor received with respect to any Final Payment Purchased Receivable after the Accounting Date immediately preceding the Deposit Date on which the Purchase Amount was paid by the Seller or the Servicer shall be applied first to accrued but unpaid interest thereon, second, paid to the Level Pay Balance of such Receivable Seller or the Servicer, respectively, and third, to shall not be included in the principal portion of the related Last Scheduled PaymentAvailable Funds.

Application of Collections. (a) For Subject to Section 2.16, funds on deposit in the purposes of this Agreement, as Collection Account from time to time may be invested in Permitted Investments at the direction of the close of business on Borrower. Each such Permitted Investment shall mature not later than the last day of each Collection Period, all collections received pursuant to Section 4.2 for such Collection Period for each Receivable (excluding Business Day preceding the amounts actually collected with respect to the Supplemental Servicing Fee next Distribution Date and amounts collected with respect to a Purchased Receivable) shall be applied held to maturity. Each investment instruction by the ServicerBorrower, which may be a standing instruction, shall designate specific types of Permitted Investments (and the terms thereof) and shall certify that such investments constitute Permitted Investments that will mature at the time specified in the case of (i) a Simple Interest Receivable that is a Standard Receivable, to interest and principal on preceding sentence. Absent the Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to the principal portion written instruction of the Last Scheduled Payment to Borrower, the extent a Last Scheduled Payment Advance has not been made by funds on deposit in the Servicer Collection Account shall remain uninvested. None of the Administrative Agent, the Paying Agent or Securities Intermediary shall be liable for any loss incurred in connection with respect an investment in the Collection Account, except for losses due to such Last Scheduled Payment Person’s failure to make payments on such Permitted Investments issued by such Person in its commercial capacity as principal obligor (and fourthnot as Administrative Agent, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a PayaheadPaying Agent or Securities Intermediary). (b) All Liquidation Proceeds On each Distribution Date, the Paying Agent shall, based solely on the information set forth in the related Monthly Report, apply all Available Funds for such Distribution Date in the following order and priority: (i) first, to the Servicer, the Servicing Fee for the immediately preceding Collection Period, together with any accrued and unpaid Servicing Fees and reimbursement of any amounts owing under Section 2.3(c) of the Servicing Agreement and, if the Servicer is a Successor Servicer, to the extent not previously paid by the predecessor Servicer, reasonable Transition Expenses (up to a maximum of $100,000 in the aggregate over the term of this Agreement) incurred in becoming the Successor Servicer; (ii) second, pro rata, (i) to the Backup Servicer, any accrued and unpaid Backup Servicing Fees, out-of-pocket expenses and indemnification amounts then due and payable by the Borrower to the Backup Servicer, provided that such out-of-pocket expenses and indemnification amounts shall not exceed $10,000 in the aggregate in any calendar year, (ii) to the Custodian, any accrued and unpaid Custodial Fees, out-of-pocket expenses and indemnification amounts then due and payable by the Borrower to the Custodian; provided that such out-of-pocket expenses and indemnification amounts shall not exceed $10,000 in the aggregate in any calendar year, and (iii) to the Paying Agent, any accrued and unpaid Paying Agent Fees, out-of-pocket expenses and indemnification amounts then due and payable by the Borrower to the Paying Agent pursuant to this Agreement; provided that such out-of-pocket expenses and indemnification amounts shall not exceed $20,000 in the aggregate in any calendar year; (iii) third, pro rata (A) to the Administrative Agent for further distribution to Lenders pursuant toin accordance with Section 2.06(c), the Interest and Unused Fees due to the Lenders for the related Interest Period and any Recoveries, accrued Interest and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, Unused Fees with respect to any Final prior Interest Period to the extent not paid on a prior Distribution Date and (B) to the Hedge Counterparties, pro rata, net payments, if any, (excluding Hedge Breakage Costs) then due and payable to them by the Borrower under the Hedging Agreements; (iv) fourth, pro rata (A) to the Administrative Agent for further distribution to the Lenders pursuant toin accordance with Section 2.06(c), the Monthly Principal Payment Receivable be applied first Amount on such Distribution Date and (B) to accrued but unpaid interest thereonthe Hedge Counterparties, secondpro rata, Hedge Breakage Costs, if any, then due and payable to them by the Borrower under the Hedging Agreements; (v) fifth, to the Level Pay Balance of such Receivable and thirdAdministrative Agent for further distribution to the Lenders pursuant toin accordance with Section 2.06(c), any other fees, costs, expenses or indemnities then due or payable by the Borrower under this Agreement or any other Facility Document; (vi) sixth, to the principal portion extent not previously paid pursuant to clause (ii) above, pro rata, to the Backup Servicer, the Custodian and the Paying Agent any fees, costs, expenses or indemnities due from the Borrower to such Person under this Agreement or any other Facility Document; (vii) seventh, to the Administrative Agent for further distribution to Lenders pursuant topro rata to each Lender in accordance with Section 2.06(c), pro rata to each Lender, the amount of any voluntary reduction of the Aggregate Loan Principal Balance that the Borrower has elected to effect on such Distribution Date; and (viii) eighth, any remaining amounts to or at the direction of the Borrower. (c) The AdministrativePaying Agent shall remit each installment of Interest, Unused Fees or principal in respect of the Loans received pursuant to Section 2.06(b) to the Lenders (or the related Last Scheduled PaymentManaging Agent) as reflected in the Register on the Business Day immediately preceding the date such payment is to be made, by wire transfer in immediately available funds to the account designated by such Lender or its related Managing Agent in writing to the AdministrativePaying Agent. Each Managing Agent shall allocate all payments received by the AdministrativePaying Agent under this Section 2.06(c) to the Lenders in the related Lender Group. The Administrative Agent shall allocate and pay (i) amountsAmounts in respect of (i) Interest and Unused Fees shall be allocated and paid to the Lenders based on the amounts accrued at their applicable rates on their respective Invested Percentages, (ii) the principal of the Loans shall be allocated and paid by the Paying Agent to the Lenders based on their respective Invested Percentages and (iii) amounts received in respect of fees, costs, expenses or indemnities shall be allocated and paid by the Paying Agent to the Lenders to whom such amounts are due and payable.

Application of Collections. (a) For the purposes of this Agreement, as of the close of business on the last day of no later than each Collection Period, Distribution Date all collections received pursuant to Section 4.2 for such Collection the related Monthly Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the ServicerServicer as follows: (a) [With respect to each Scheduled Interest Receivable (including an Administrative Receivable or a Warranty Receivable), payments by or on behalf of the Obligor which are not Supplemental Servicing Fees shall be applied first to reduce outstanding advances of shortfalls in collections, if any, made pursuant to the Further Transfer and Servicing Agreements with respect to such Receivable. Next, the amount of any such payments in excess of Supplemental Servicing Fees and any such advances with respect to such Receivable shall be applied to the Scheduled Payment with respect to such Receivable. Any amount of such payments remaining after the applications described in the preceding two sentences constitutes an Excess Payment with respect to such Receivable, and such Excess Payment (to the extent it does not constitute a Payment Ahead) shall be applied to prepay such Receivable. If the amounts applied under the first two sentences of this Section 3.11(a) shall be less than the Scheduled Payment, whether as a result of any extension granted to the Obligor or otherwise, then the Deferred Prepayment, if any, with respect to such Receivable shall be applied by the Servicer to the extent of the shortfall, and such Deferred Prepayment shall be reduced accordingly.] (b) With respect to all Simple Interest Receivables (other than Administrative Receivables and Warranty Receivables), payments by or on behalf of the Obligors that are not Supplemental Servicing Fees shall be applied to principal and interest on all such Simple Interest Receivables. (c) [With respect to a Scheduled Interest Receivable that is also an Administrative Receivable or a Warranty Receivable, payments by or on behalf of the Obligor shall be applied in the same manner as set forth in Section 2.10(a). A Warranty Payment or an Administrative Purchase Payment, as applicable, shall be applied to the Scheduled Payment, in each case to the case extent that the payments by or on behalf of (i) the Obligor shall be insufficient, and then to prepay such Receivable in full.] [With respect to a Simple Interest Receivable that is a Standard also an Administrative Receivable or Warranty Receivable, payments by or on behalf of the Obligor shall be applied in the same manner as set forth in Section 2.10(a). A Warranty Payment or an Administrative Purchase Payment, as applicable, shall be applied to principal and interest and principal on the Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made by the Servicer with respect to such Last Scheduled Payment and fourth, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payahead. (b) All Liquidation Proceeds and any Recoveries, and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect to any Final Payment Receivable be applied first to accrued but unpaid interest thereon, second, to the Level Pay Balance of such Receivable and third, to the principal portion of the related Last Scheduled Payment.]

Application of Collections. (a) For the purposes of this Agreement, as of the close of business on the last day of no later than each Collection Period, Distribution Date all collections received pursuant to Section 4.2 for such Collection the related Monthly Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the ServicerServicer as follows: (a) [With respect to each Scheduled Interest Receivable (other than an Administrative Receivable or a Warranty Receivable), payments by or on behalf of the Obligor which are not Supplemental Servicing Fees shall be applied first to reduce outstanding advances of shortfalls in collections, if any, made pursuant to the Further Transfer and Servicing Agreements with respect to such Receivable. Next, the amount of any such payments in excess of Supplemental Servicing Fees and any such advances with respect to such Receivable shall be applied to the Scheduled Payment with respect to such Receivable. Any amount of such payments remaining after the applications described in the preceding two sentences constitutes an Excess Payment with respect to such Receivable, and such Excess Payment (to the extent it does not constitute a Payment Ahead) shall be applied to prepay such Receivable. If the amounts applied under the first two sentences of this Section 3.11(a) shall be less than the Scheduled Payment, whether as a result of any extension granted to the Obligor or otherwise, then the Deferred Prepayment, if any, with respect to such Receivable shall be applied by the Servicer to the extent of the shortfall, and such Deferred Prepayment shall be reduced accordingly.] (b) With respect to all Simple Interest Receivables (other than Administrative Receivables and Warranty Receivables), payments by or on behalf of the Obligors that are not Supplemental Servicing Fees shall be applied to principal and interest on all such Simple Interest Receivables. (c) With respect to each Administrative Receivable and Warranty Receivable, payments by or on behalf of the Obligor shall be applied in the same manner[, except that any Released Administrative Amount or Released Warranty Amount shall be remitted to the Servicer or the Depositor, as applicable. In the case of (i) a Scheduled Interest Receivable, a Warranty Payment shall be applied to reduce any advances described] as set forth in Section 2.10(a). A Warranty Payment or an Administrative Purchase [Payment, as applicable, shall be applied to the Scheduled Payment, in each case to the extent that the payments by or on behalf of the Obligor shall be insufficient, and then to prepay such Receivable in full. In the case of a Simple Interest Receivable, a Warranty Payment or an Administrative] Payment, as applicable, shall be applied to principal and interest on such Receivable. With respect to a Simple Interest Receivable that is a Standard also an Administrative Receivable or Warranty Receivable, to interest and principal payments by or on the Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to the principal portion behalf of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made by the Servicer with respect to such Last Scheduled Payment and fourth, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance Obligor shall be sufficient to prepay applied in the Actuarial Receivable same manner as set forth in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a PayaheadSection 2.10(a). (b) All Liquidation Proceeds and any Recoveries, and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect to any Final Payment Receivable be applied first to accrued but unpaid interest thereon, second, to the Level Pay Balance of such Receivable and third, to the principal portion of the related Last Scheduled Payment.

Application of Collections. Except if (x) a Tier 2 Event of Default has occurred and is continuing or (y) a Tier 1 Event of Default has occurred and the Lenders have exercised the Buyout Option, the Collateral Agent will instruct the Controlled Account Bank (or will instruct the Interim Servicer during the Interim Servicing Period, or thereafter the Servicer, to instruct the Controlled Account Bank pursuant to the Interim Servicing Agreement or the Servicing Agreement, as applicable), on each Settlement Date, to transfer collected funds held by the Controlled Account Bank in the Collection Account, in the following amounts and priority (subject to Section 2.14(h)) in accordance with the Monthly Servicing Report: (a) For on a pari passu basis, (1) to the purposes of this AgreementCustodian, the Custodian Fees and Expenses accrued and unpaid as of the close of business on the last day of each Collection Periodthe preceding month, all collections received pursuant to Section 4.2 for such Collection Period for each Receivable (excluding the amounts actually collected with respect 2) to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the Backup Servicer, in the case Backup Servicing Fees and reimbursable expenses (including, without limitation, any transition costs) of the Backup Servicer accrued and unpaid as of the last day of the preceding month, and (i3) a Simple Interest Receivable that is a Standard Receivableto the Controlled Account Bank, the Controlled Account Bank Fees accrued and unpaid as of the last day of the preceding month; (b) to the Servicer or the Interim Servicer, as applicable, any unpaid Servicing Fees; (c) to the Administrative Agent, to interest and principal on pay any costs or fees due to the Receivable in accordance with Administrative Agent, the Simple Interest MethodCollateral Agent or the Lead Agents; (d) to the Administrative Agent, (ii) a Simple Interest Receivable that is a Final Payment Receivablefor the ratable benefit of the Lenders, to interest and principal in accordance with the Simple Interest Method first, to pay any accrued but unpaid interest, secondfees and expenses in connection with this Agreement and any other Credit Document; (e) to CPS, in an amount equal to payments made by CPS under the CPS Guaranty in respect of its indemnification obligations under the Interim Servicing Agreement, provided, that such indemnification obligation did not arise from any act or omission of CPS; (f) to CPS, to pay an amount equal to the Level Pay Balance Preferred Return on the Unreturned Capital Contribution Amount for the relevant Collection Period; (g) to the Administrative Agent, for the ratable benefit of such Receivablethe Lenders and, thirdif applicable, the Indemnitees, to repay principal and all remaining Obligations (other than the principal portion of obligation to pay amounts to the Last Scheduled Payment Lenders pursuant to Section 2.13(k)) and to pay any Indemnified Liabilities, if any, owing to any Indemnitee until the Term Loans, such Obligations and such Indemnified Liabilities are repaid or paid in full and; (h) to the extent not paid pursuant to clause (f) above, to CPS, to pay any accrued but unpaid Preferred Return on the Unreturned Capital Contribution Amount; (i) to CPS, until the Unreturned Capital Contribution Amount equals $0; (j) on a Last Scheduled Payment Advance has not been made by pari passu basis, (1) to the Servicer with respect Custodian, any other amounts payable to such Last Scheduled Payment and fourth, the Custodian in its capacity as Custodian pursuant to this Agreement or the Custodial Agreement to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivableunpaid by the Borrower and not covered under item (a) above, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii2) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial ReceivableBackup Servicer, second any other amounts payable to the Backup Servicer pursuant to this Agreement or the Backup Servicing Agreement to the extent of unpaid by the Borrower and not covered under item (a) above, and (3) to the Controlled Account Bank, any unreimbursed Actuarial Advances with respect other amounts payable to such Actuarial Receivable, the Controlled Account Bank pursuant to reimburse this Agreement or the Servicer for any such Actuarial Advances, third, Control Agreements to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse unpaid by the Servicer for such Last Scheduled Payment Advance Borrower hereunder and fourth, not covered under item (a) above; and (k) 80% to the extent that any amounts are remaining then due to a prepayment of such Actuarial ReceivableAdministrative Agent, if for the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payahead. (b) All Liquidation Proceeds and any Recoveries, and any proceeds realized upon the liquidation, sale or dissolution ratable benefit of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect Lenders and 20% to any Final Payment Receivable be applied first to accrued but unpaid interest thereon, second, to the Level Pay Balance of such Receivable and third, to the principal portion of the related Last Scheduled PaymentCPS.

Application of Collections. To the extent no Event of Default or Funding Termination Event has occurred and is continuing and no Amortization Period has begun, the Collateral Agent will instruct the Controlled Account Bank (or will instruct the Servicer to instruct the Controlled Account Bank pursuant to the Servicing Agreement), on each Settlement Date, to transfer collected funds held by the Controlled Account Bank in the Collection Account, in the following amounts and priority in accordance with the Monthly Servicing Report: (a) For on a pari passu basis, (1) to the purposes of this AgreementCustodian, the Custodian Fees and Expenses accrued and unpaid as of the close of business on the last day of each Collection Periodthe preceding month and any other amounts (including, all collections received but not limited to, indemnification amounts) payable to the Custodian in its capacity as Custodian pursuant to Section 4.2 for such Collection Period for each Receivable this Agreement or the Custodial Agreement, (excluding the amounts actually collected with respect 2) to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the Servicer, in the case of (i) a Simple Interest Receivable that is a Standard Receivable, to interest and principal on the Receivable extent not paid in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment ReceivableBackup Servicing Agreement, to interest the Backup Servicer, the Backup Servicing Fees and principal reimbursable expenses (including, without limitation, any transition costs) of the Backup Servicer accrued and unpaid as of the last day of the preceding month and any other amounts (including, but not limited to, indemnification amounts) payable to the Backup Servicer pursuant to this Agreement or the Backup Servicing Agreement, and (3) to the Controlled Account Bank, the Controlled Account Bank Fees accrued and unpaid as of the last day of the preceding month and any other amounts (including, but not limited to, indemnification amounts) payable to the Controlled Account Bank pursuant to this Agreement or the Control Agreements; provided, however, that cumulative expenses and indemnity payments payable to the Custodian, the Backup Servicer and the Controlled Account Bank in accordance with the Simple Interest Method firstaggregate pursuant to this clause (a), but excluding amounts paid to the Backup Servicer in respect of transition expenses, shall be limited, prior to the occurrence and continuance of an Event of Default, to $75,000 per annum; provided, further, that the amount of transition expenses distributed to the Backup Servicer during the term of this Agreement pursuant to this clause (a) shall in no case exceed $100,000 in the aggregate; (b) to the Servicer, any unpaid Servicing Fees; (c) to the Administrative Agent, to pay any costs or fees due to the Administrative Agent and the Collateral Agent; (d) to the Administrative Agent, for the ratable benefit of the Lenders, to pay any accrued but unpaid interest, secondfees and expenses in connection with this Agreement and any other Credit Document; (e) to the Administrative Agent, for the ratable benefit of the Lenders, any amounts necessary to reduce the Borrowing Base Deficiency, if any, to zero; (f) on a pari passu basis, (1) to the Custodian, any amounts payable to the Custodian in its capacity as Custodian pursuant to this Agreement or the Custodial Agreement to the extent unpaid by the Borrower, (2) to the Backup Servicer, any amounts payable to the Backup Servicer pursuant to this Agreement or the Backup Servicing Agreement to the extent unpaid by the Borrower, and (3) to the Controlled Account Bank, any amounts payable to the Controlled Account Bank pursuant to this Agreement or the Control Agreements to the extent unpaid by the Borrower hereunder; and (g) prior to the Revolving Maturity Date, and provided that no Borrowing Base Deficiency would occur after giving effect to such distribution, to the Level Pay Balance of such Receivable, third, to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made by the Servicer with respect to such Last Scheduled Payment and fourth, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer Borrower for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payaheadits own account. (b) All Liquidation Proceeds and any Recoveries, and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect to any Final Payment Receivable be applied first to accrued but unpaid interest thereon, second, to the Level Pay Balance of such Receivable and third, to the principal portion of the related Last Scheduled Payment.

Application of Collections. (a) For Prior to each Settlement Date, the purposes Administrative Agent shall confirm the accuracy of this the Monthly Servicing Report and, during the Revolving Commitment Period, so long as no Event of Default is continuing, the Collateral Agent shall instruct the Disbursement Account Bank, based on the Monthly Servicing Report as confirmed by the Administrative Agent, in writing, by 1:00 p.m. on each Settlement Date to apply all Collections in the Disbursement Account with respect to the related Collection Period on each Settlement Date (after giving effect to any withdrawals in accordance with Section 2.10(c)) as follows: (i) First, to the Servicer, any accrued and unpaid Servicing Fees or reimbursable expenses due under the Servicing Agreement; (ii) Second, on a pari passu basis, (A) to the Collection Account Bank, the Collection Account Bank Fees, reimbursable expenses and indemnification amounts of the Collection Account Bank accrued and unpaid as of the close of business on the last day of each the related Collection Period, all collections received pursuant (B) to Section 4.2 for such the Disbursement Account Bank, the Disbursement Account Bank Fees, reimbursable expenses and indemnification amounts of the Disbursement Account Bank accrued and unpaid as of the last day of the related Collection Period, (C) to the Backup Servicer, the Backup Servicing Fees, reimbursable expenses (including, without limitation, any transition costs) and indemnification amounts of the Backup Servicer accrued and unpaid as of the last day of the related Collection Period for each Receivable and (excluding the amounts actually collected with respect D) to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the Servicer, in the case of (i) a Simple Interest Receivable that is a Standard ReceivableAdministrative Agent, to interest pay any other accrued but unpaid fees and principal on expenses and indemnification amounts of the Receivable Administrative Agent (including, without limitation, the Administrative Agent Fee) and the Collateral Agent in accordance connection with the Simple Interest Method, this Agreement and any other Credit Document; (iiiii) a Simple Interest Receivable that is a Final Payment ReceivableThird, to interest and principal in accordance with the Simple Interest Method firsteach Lender, to pay any accrued but unpaid interest, secondfees and expenses of such Lender in connection with this Agreement and any other Credit Document (including, without limitation, any Closing Payment, Increase Payment, Undrawn Payment, Prepayment Premium, Undrawn Make-Whole Payment and Lock-Out Make-Whole Payment); (iv) Fourth, to the Level Pay Balance Lenders, pro rata, any amounts necessary to reduce the Borrowing Base Deficiency, if any, to zero; and (v) Fifth, at the direction of such Receivable, thirdthe Administrative Agent, to the principal portion lenders under the Existing Ares Credit Agreement, any amounts due and payable to such lenders pursuant to Section 2.10 of the Last Scheduled Payment to Existing Ares Credit Agreement that remain unpaid following application of all Collections (as defined in the extent a Last Scheduled Payment Advance has not been made by Existing Ares Credit Agreement) on the Servicer with respect to such Last Scheduled Payment and fourthrelated Settlement Date; and (vi) Sixth, to the extent of Borrower, for its own account, any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payaheadamount. (b) All Liquidation Proceeds and any RecoveriesPrior to each Settlement Date, and any proceeds realized upon the liquidation, sale or dissolution Administrative Agent shall confirm the accuracy of the Owner Trust Estate Monthly Servicing Report and, on each Settlement Date (x) during the Amortization Period or any part thereof(y) upon during the occurrence continuance of an Event of Default under Default, the Indenture shallCollateral Agent shall instruct the Disbursement Account Bank, based on the Monthly Servicing Report as confirmed by the Administrative Agent, in writing, by 1:00 p.m. on each Settlement Date to apply all Collections in the Disbursement Account with respect to the related Collection Period on each Settlement Date as follows: (i) First, to the Servicer, any Final Payment Receivable be applied first accrued and unpaid Servicing Fees or reimbursable expenses due under the Servicing Agreement; (ii) Second, on a pari passu basis, (A) to the Collection Account Bank, the Collection Account Bank Fees, reimbursable expenses and indemnification amounts of the Collection Account Bank accrued and unpaid as of the last day of the related Collection Period, (B) to the Disbursement Account Bank, the Disbursement Account Bank Fees, reimbursable expenses and indemnification amounts of the Disbursement Account Bank accrued and unpaid as of the last day of the related Collection Period, (C) to the Backup Servicer, the Backup Servicing Fees, reimbursable expenses (including, without limitation, any transition costs) and indemnification amounts of the Backup Servicer accrued and unpaid as of the last day of the related Collection Period and (D) to the Administrative Agent, to pay any other accrued but unpaid interest thereonfees and expenses and indemnification amounts of the Administrative Agent (including, secondwithout limitation, the Administrative Agent Fee) and the Collateral Agent in connection with this Agreement and any other Credit Document; (iii) Third, to each Lender, to pay any accrued but unpaid interest, fees and expenses of such Lender in connection with this Agreement and any other Credit Document (including, without limitation, any Closing Payment, Increase Payment, Undrawn Payment, Prepayment Premium, Undrawn Make-Whole Payment and Lock-Out Make-Whole Payment); (iv) Fourth, to the Level Pay Balance Lenders, pro rata, all remaining amounts until the outstanding principal amount of such Receivable the Loans and thirdObligations has been reduced to zero; (v) Fifth, at the direction of the Administrative Agent, to the principal portion lenders under the Existing Ares Credit Agreement, any amounts due and payable to such lenders pursuant to Section 2.10 of the Existing Ares Credit Agreement that remain unpaid following application of all Collections (as defined in the Existing Ares Credit Agreement) on the related Last Scheduled PaymentSettlement Date; and (vi) Sixth, to the Borrower, for its own account, any remaining amount. (c) In addition, during the Revolving Commitment Period, so long as (x) the Facility Availability is greater than zero and (y) an Event of Default has not occurred and is continuing, the Collateral Agent may, at any time, instruct the Disbursement Account Bank to release funds to the Borrower in an amount up to the Facility Availability to be used by Borrower to purchase additional Eligible Receivables in accordance with Section 5.13 and subject to the conditions set forth in Section 3.3. (d) Not more frequently than once per week, the Collateral Agent shall direct the Disbursement Account Bank to release from the Disbursement Account any amounts owed to a Bank Partner Originator in respect of any Bank Partner Retained Percentages, if the Servicer has delivered to the Collateral Agent a certificate setting forth the calculation of such amounts owed to such Bank Partner Originator in form and substance reasonably satisfactory to the Collateral Agent, which certificate shall include reasonable detail regarding the calculation of the amounts owed to the Bank Partner Originator, including the applicable Bank Partner Retained Percentage, and designate a date for the payment of such reimbursement, which date shall not be earlier than two (2) Business Days following delivery of such certificate. Each of the Administrative Agent, the Collateral Agent and the Lenders disclaim any interest in or Lien on any funds on deposit in the Disbursement Account or Collection Account which are identified or identifiable as payments made with respect to Receivables that are allocable to a Bank Partner Originator in respect of any Bank Partner Retained Percentages. (e) The Collateral Agent shall have no liability for any delay by the Disbursement Account Bank in transferring funds as directed by the Collateral Agent in accordance with this Section 2.10.

Application of Collections. (a) For the purposes of this AgreementAgreement and the Further Transfer and Servicing Agreements, as of the close of business on the last day of no later than each Collection Period, Distribution Date all collections received pursuant to Section 4.2 for such Collection the related Monthly Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the Servicer, in the case of Servicer as follows: (ia) a Simple With respect to each Scheduled Interest Receivable that is (other than an Administrative Receivable or a Standard Warranty Receivable), payments by or on behalf of the Obligor which are not Supplemental Servicing Fees shall be applied first to interest and principal on the Receivable reduce outstanding advances of shortfalls in accordance with the Simple Interest Methodcollections, (ii) a Simple Interest Receivable that is a Final Payment Receivableif any, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, made pursuant to the Level Pay Balance of such Receivable, third, to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made by the Servicer Further Transfer and Servicing Agreements with respect to such Last Receivable. Next, the amount of any such payments in excess of Supplemental Servicing Fees and any such advances with respect to such Receivable shall be applied to the Scheduled Payment with respect to such Receivable. Any amount of such payments remaining after the applications described in the preceding two sentences constitutes an Excess Payment with respect to such Receivable, and fourthsuch Excess Payment (to the extent it does not constitute a Payment Ahead) shall be applied to prepay such Receivable. If the amounts applied under the first two sentences of this Section 3.11(a) shall be less than the Scheduled Payment, whether as a result of any extension granted to the Obligor or otherwise, then the Deferred Prepayment, if any, with respect to such Receivable shall be applied by the Servicer to the extent of any unreimbursed Last Scheduled Payment Advance with respect to the shortfall, and such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance Deferred Prepayment shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payaheadreduced accordingly. (b) All Liquidation Proceeds With respect to all Simple Interest Receivables (other than Administrative Receivables and any RecoveriesWarranty Receivables), and any proceeds realized upon the liquidation, sale payments by or dissolution on behalf of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect to any Final Payment Receivable Obligors which are not Supplemental Servicing Fees shall be applied first to accrued but unpaid interest thereon, second, the payment to the Level Pay Balance Servicer of Excess Simple Interest Collections, if any, and next to principal and interest on all such Simple Interest Receivables. (c) With respect to each Administrative Receivable and Warranty Receivable, payments by or on behalf of the Obligor shall be applied in the same manner, except that any Released Administrative Amount or Released Warranty Amount shall be remitted to the Servicer or CARI, ▇▇ applicable. In the case of a Scheduled Interest Receivable, a Warranty Payment shall be applied to reduce any advances described in Section 3.11(a) and such Warranty Payment or an Administrative Purchase Payment, as applicable, shall be applied to the Scheduled Payment, in each case to the extent that the payments by or on behalf of the Obligor shall be insufficient, and then to prepay such Receivable in full. In the case of a Simple Interest Receivable, a Warranty Payment or an Administrative Payment, as applicable, shall be applied to principal and third, to the principal portion of the related Last Scheduled Paymentinterest on such Receivable.

Application of Collections. (a) For All Collections deposited in the purposes Collection Account shall be distributed by the Master Servicer at such times and in the order of priority set forth in this Section 4.2. (b) On each Distribution Date prior to the Commitment Termination Date, the Master Servicer shall distribute from Collections on deposit in the Collection Account on such Distribution Date, the following amounts, without duplication, in the following order of priority: first, to Administrator on behalf of Lender, interest accrued on the Loans during the related Interest Period (plus, if applicable, the amount of interest on the Loans accrued for any prior Interest Period to the extent such amount has not been distributed to Lender, and to the extent permitted by law, interest thereon); second, to Administrator on behalf of the appropriate Persons, all Fees accrued during such Due Period (plus, if applicable, the amount of Fees accrued for any prior Due Period to the extent such amount has not been distributed to Lender or Administrator); third, if the Servicer is not Baldor or an Affiliate of Baldor, to the Master Servicer, the accrued Servicing Fee payable for the related Due Period (plus, if applicable, the amount of Servicing Fee payable for any prior Due Period to the extent such amount has not been distributed to Master Servicer); fourth, to Administrator on behalf of Lender, as a repayment of principal of the Loans, an amount equal to the Borrowing Base Deficit, if any; fifth, to Administrator on behalf of the appropriate Persons, all other Obligations then payable by Borrower under this Agreement; sixth, if the Master Servicer is Baldor or an Affiliate of Baldor, to the Master Servicer, the accrued Servicing Fee payable for the related Due Period (plus, if applicable, the amount of Servicing Fee payable for any prior Due Period to the extent such amount has not been distributed to Servicer); and seventh, so long as of no Significant Event or Unmatured Significant Event shall be continuing, the close of business balance, if any, to Borrower. (c) On and after the Commitment Termination Date, Administrator shall, on the last day of each Collection Interest Period, all collections received pursuant to Section 4.2 for such distribute from the Collection Period for each Receivable (excluding Account, the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the Servicerfollowing amounts, without duplication, in the case following order of (i) a Simple Interest Receivable that is a Standard Receivable, to interest and principal on the Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method priority: first, to accrued but unpaid interestAdministrator on behalf of Lender, second, to the Level Pay Balance of such Receivable, third, to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made by the Servicer with respect to such Last Scheduled Payment and fourth, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payahead. (b) All Liquidation Proceeds and any Recoveries, and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect to any Final Payment Receivable be applied first to accrued but unpaid interest thereon, on the Loans; second, to Administrator on behalf of the Level Pay Balance appropriate Persons, all accrued but unpaid Fees; third, if the Master Servicer is not Baldor or an Affiliate of such Receivable and thirdBaldor, to the Master Servicer, the accrued but unpaid Servicing Fee; fourth, to Administrator on behalf of Lender, the outstanding principal portion amount of the related Last Scheduled PaymentLoans; fifth, to Administrator on behalf of the appropriate Persons, all other Obligations payable by Borrower under this Agreement; sixth, if the Master Servicer is Baldor or an Affiliate of Baldor, to the Master Servicer, the accrued but unpaid Servicing Fee; and seventh, once all amounts described in clauses first through sixth have been paid in full, the balance, if any, to Borrower.

Application of Collections. (a) For the purposes of this AgreementOn or before each Transfer Date, as of the close of business on the last day of each Collection Period, all collections received pursuant to Section 4.2 for such Collection Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) Servicer shall be applied by the Servicer, give Trustee written instructions substantially in the case of (i) a Simple Interest Receivable that is a Standard Receivableform contained in Exhibit B hereto, to interest withdraw or deposit, and principal on the Receivable Trustee, acting in accordance with such instructions, shall withdraw or deposit on such Transfer Date or the Simple Interest Methodrelated Distribution Date, (ii) a Simple Interest Receivable that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made by the Servicer with respect to such Last Scheduled Payment and fourthas applicable, to the extent of any unreimbursed Last Scheduled available funds, the amounts required to be withdrawn from the Finance Charge Account, the Principal Account, the Funding Account and the Distribution Account, as follows: (a) On each Transfer Date, an amount equal to the Available Finance Charge Collections for the Related Monthly Period shall be distributed or deposited in the following priority: (i) an amount equal to the Class A Monthly Interest Payment Advance with respect to such Simple Interest Receivablefor the related Distribution Date, to reimburse plus the Servicer Class A Facility Fee for such Last Scheduled Payment Advance Distribution Date, plus any Class A Interest Shortfalls, plus the amount of any Class A Default Interest for such Distribution Date, plus any Class A Default Interest previously due but not distributed on a prior Distribution Date, shall be withdrawn from the Finance Charge Account and deposited into the Distribution Account for distribution to the Class A Certificateholders; provided, that the amount deposited pursuant to this clause (i) shall not exceed the applicable Benchmark Amount; (ii) an amount equal to the Investor Servicing Fee for such Transfer Date, plus the amount of any Investor Servicing Fee previously due but not distributed to Servicer on a prior Distribution Date, shall be withdrawn from the Finance Charge Account and distributed to Servicer; (iii) an Actuarial Receivable, first, amount equal to the Scheduled Payment of Senior Cost Amount for the Class A Certificates for such Actuarial Receivable, second Transfer Date shall be withdrawn from the Finance Charge Account and deposited into the Distribution Account for distribution to the extent Funding Agent; (iv) an amount equal to the CI Monthly Interest Payment for such Distribution Date, plus the CI Facility Fee for such Distribution Date, plus any CI Interest Shortfalls, plus the amount of any unreimbursed Actuarial Advances with respect CI Default Interest for such Distribution Date and any CI Default Interest previously due but not distributed on a prior Distribution Date shall be withdrawn from the Finance Charge Account and deposited into the Distribution Account for distribution to the Collateral Interest Holder; provided, that the amount deposited pursuant to this clause (iv) shall not exceed the applicable Benchmark Amount; (v) an amount equal to the Senior Cost Amount for the Collateral Interest for such Actuarial ReceivableTransfer Date shall be withdrawn from the Finance Charge Account and deposited into the Distribution Account for distribution to the Funding Agent; (vi) an amount equal to the Investor Default Amount for the Related Monthly Period, if any, and the Uncovered Dilution Amount, if any, shall be withdrawn from the Finance Charge Account and deposited into the Principal Account on the related Transfer Date and treated as Available Principal Collections for such Distribution Date; (vii) an amount equal to reimburse the Servicer aggregate amount of Class A Charge-Offs which have not been previously reimbursed shall be withdrawn from the Finance Charge Account and deposited into the Principal Account on the related Transfer Date and treated as Available Principal Collections for such Distribution Date; (viii) an amount equal to the aggregate amount of CI Charge-Offs which have not been previously reimbursed shall be withdrawn from the Finance Charge Account and deposited into the Principal Account on the related Transfer Date and treated as Available Principal Collections for such Distribution Date; (ix) an amount equal to the aggregate amount of Reallocated Principal Collections which have not been previously reimbursed pursuant to this subsection shall be withdrawn from the Finance Charge Account and deposited into the Principal Account on the related Transfer Date and treated as Available Principal Collections for such Distribution Date; (x) an amount equal to the excess, if any, of the Required Spread Account Amount over the Available Spread Account Amount shall be withdrawn from the Finance Charge Account and deposited into the Spread Account; (xi) amounts not distributed pursuant to subsection 4.04(a)(i) because of the proviso in subsection 4.04(a)(i), which have not been distributed pursuant to subsection 4.04(a)(iii) as part of the Senior Cost Amount for the Class A Certificates shall be withdrawn from the Finance Charge Account and deposited into the Distribution Account for distribution to the Class A Certificateholders; (xii) amounts not distributed pursuant to subsection 4.04(a)(iv) because of the proviso to subsection 4.04(a)(iv), which have not been distributed pursuant to subsection 4.04(a)(v) as part of the Senior Cost Amount for the Collateral Interest shall be withdrawn from the Finance Charge Account and deposited into the Distribution Account for distribution to the Collateral Interest Holder; (xiii) an amount equal to any other amounts then due and payable by Transferor to the Funding Agent, the Support Providers, the Series 2005-1 Certificateholders or any other Person under Section 4.15, the Certificate Purchase Agreement, the Loan Agreement or the Fee Letter, shall be withdrawn from the Finance Charge Account and deposited into the Distribution Account for distribution on a pro rata basis to the Funding Agent, Support Providers, the Series 2005-1 Certificateholders or any such Actuarial Advancesother Person, thirdbased upon the amount then due and payable to each of the Funding Agent, to Support Providers, the extent of any unreimbursed Last Scheduled Payment Advance with respect to Series 2005-1 Certificateholders and such Actuarial Receivableother Persons; (xiv) the balance, to reimburse the Servicer if any, will constitute Excess Finance Charge Collections for such Last Scheduled Payment Advance and fourth, Distribution Date to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable applied in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payaheadaccordance with Section 4.07. (b) All Liquidation Proceeds and any Recoveries, and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, On each Transfer Date with respect to any Final Payment Receivable the Revolving Period, an amount equal to the Available Principal Collections for the Related Monthly Period shall be deposited or applied in the following priority: (i) an amount equal to the Funding Account Deficiency, if any, shall be deposited into the Funding Account; and (ii) an amount equal to the balance, if any, of such Available Principal Collections shall be treated as Excess Principal Collections to be applied first to accrued but unpaid interest thereon, second, in accordance with Section 4.08. (c) On the Transfer Date relating to the Level Pay Balance Monthly Period during which the Amortization Period begins and each Transfer Date thereafter, an amount equal to the Available Principal Collections for the Related Monthly Period shall be distributed in the following priority: (i) an amount equal to Class A Monthly Principal for the related Distribution Date shall be withdrawn from the Principal Account and deposited into the Distribution Account for distribution to the Class A Certificateholders; (ii) an amount equal to the CI Monthly Principal for such Distribution Date shall be withdrawn from the Principal Account and deposited into the Distribution Account for distribution to the Collateral Interest Holder; (iii) an amount equal to all other amounts then due and payable by Transferor to the Funding Agent, the Support Providers, the Series 2005-1 Certificateholders or any other Person under or in connection with this Supplement, the Certificate Purchase Agreement, the Loan Agreement and the Fee Letter shall be withdrawn from the Principal Account and deposited to the Distribution Account for distribution; and (iv) an amount equal to the balance, if any, of such Receivable Available Principal Collections for such Distribution Date after giving effect to paragraphs (i), (ii) and third(iii) above, shall be treated as Excess Principal Collections to the principal portion of the related Last Scheduled Paymentbe applied in accordance with Section 4.08.

Application of Collections. (a) For All Collections deposited in the purposes Collection Account shall be distributed by the Servicer at such times and in the order of priority set forth in this Section 4.2. (b) On each Distribution Date prior to the Commitment Termination Date, the Servicer shall distribute from Collections on deposit in the Collection Account on such Distribution Date, the following amounts, without duplication, in the following order of priority: first, to Administrator on behalf of Lender, interest accrued on the Loans during the related Interest Period (plus, if applicable, the amount of interest on the Loans accrued for any prior Interest Period to the extent such amount has not been distributed to Lender, and to the extent permitted by law, interest thereon); second, to Administrator on behalf of the appropriate Persons, all Fees accrued during such Interest Period (plus, if applicable, the amount of Fees accrued for any prior Interest Period to the extent such amount has not been distributed to Lender or Administrator); third, to the Servicer, the accrued Servicing Fee payable for the related Due Period (plus, if applicable, the amount of Servicing Fee payable for any prior Due Period to the extent such amount has not been distributed to Servicer); fourth, to Administrator on behalf of Lender, as a repayment of principal of the Loans, an amount equal to the Borrowing Base Deficit, if any; fifth, to Administrator on behalf of the appropriate Persons, all other Obligations then payable by Borrower under this Agreement; and sixth, so long as of no Significant Event or Unmatured Significant Event shall be continuing, the close of business balance, if any, to Borrower. (c) On and after the Commitment Termination Date, Administrator shall, on the last day of each Collection Interest Period, all collections received pursuant to Section 4.2 for such distribute from the Collection Period for each Receivable (excluding Account the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the Servicerfollowing amounts, without duplication, in the case following order of (i) a Simple Interest Receivable that is a Standard Receivable, to interest and principal on the Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method priority: first, to Administrator on behalf of Lender, the accrued but unpaid interest, interest on the Loans; second, to Administrator on behalf of the Level Pay Balance of such Receivableappropriate Persons, all accrued but unpaid Fees; third, to the principal portion of Servicer, the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made by the Servicer with respect to such Last Scheduled Payment and accrued but unpaid Servicing Fee; fourth, to Administrator on behalf of Lender, the extent outstanding principal amount of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivablethe Loans; fifth, to reimburse Administrator on behalf of the Servicer for such Last Scheduled Payment Advance appropriate Persons, all other Obligations payable by Borrower under this Agreement; and (iii) an Actuarial Receivablesixth, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any once all amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable described in clauses first through sixth have been paid in full, and otherwise to the Payahead Account (orbalance, if all Monthly Remittance Conditions are satisfiedany, to the Servicer) as a PayaheadBorrower. (b) All Liquidation Proceeds and any Recoveries, and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect to any Final Payment Receivable be applied first to accrued but unpaid interest thereon, second, to the Level Pay Balance of such Receivable and third, to the principal portion of the related Last Scheduled Payment.

Application of Collections. (a) For All Collections deposited in the purposes Collection Account shall be distributed by the Master Servicer at such times and in the order of priority set forth in this Section 4.2. (b) On each Distribution Date prior to the Commitment Termination Date, the Master Servicer shall distribute from Collections on deposit in the Collection Account on such Distribution Date, the following amounts, without duplication, in the following order of priority: first, to Administrator on behalf of Lender, interest accrued on the Loans during the related Interest Period (plus, if applicable, the amount of interest on the Loans accrued for any prior Interest Period to the extent such amount has not been distributed to Lender, and to the extent permitted by law, interest thereon); second, to Administrator on behalf of the appropriate Persons, all Fees accrued during such Due Period (plus, if applicable, the amount of Fees accrued for any prior Due Period to the extent such amount has not been distributed to Lender or Administrator); third, if the Master Servicer is not Covenant Nevada or an Affiliate of Covenant Nevada, to the Master Servicer, the accrued Servicing Fee payable for the related Due Period (plus, if applicable, the amount of Servicing Fee payable for any prior Due Period to the extent such amount has not been distributed to Master Servicer); fourth, to Administrator on behalf of Lender, as a repayment of principal of the Loans, an amount equal to the Borrowing Base Deficit, if any; fifth, to Administrator on behalf of the appropriate Persons, all other Obligations then payable by Borrower under this Agreement; sixth, if the Master Servicer is Covenant Nevada or an Affiliate of Covenant Nevada, to the Master Servicer, the accrued Servicing Fee payable for the related Due Period (plus, if applicable, the amount of Servicing Fee payable for any prior Due Period to the extent such amount has not been distributed to Master Servicer); and seventh, so long as of no Significant Event or Unmatured Significant Event shall be continuing, the close of business balance, if any, to Borrower. (c) On and after the Commitment Termination Date, Administrator shall, on the last day of each Collection Interest Period, all collections received pursuant to Section 4.2 for such distribute from the Collection Period for each Receivable (excluding Account the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the Servicerfollowing amounts, without duplication, in the case following order of (i) a Simple Interest Receivable that is a Standard Receivable, to interest and principal on the Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method priority: first, to accrued but unpaid interestAdministrator on behalf of Lender, second, to the Level Pay Balance of such Receivable, third, to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made by the Servicer with respect to such Last Scheduled Payment and fourth, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payahead. (b) All Liquidation Proceeds and any Recoveries, and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect to any Final Payment Receivable be applied first to accrued but unpaid interest thereon, on the Loans; second, to Administrator on behalf of the Level Pay Balance appropriate Persons, all accrued but unpaid Fees; third, if the Master Servicer is not Covenant Nevada or an Affiliate of such Receivable and thirdCovenant Nevada, to the principal portion of Master Servicer, the related Last Scheduled Payment.accrued but unpaid Servicing Fee;

Application of Collections. (a) For the purposes of this Agreement, as of the close of business on the last day of each Collection Period, all collections received pursuant to Section 4.2 for such Collection a Monthly Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the ServicerServicer as follows: (a) With respect to each Receivable, payments by or on behalf of the Obligor thereof (other than of Supplemental Servicing Fees with respect to such Receivable, to the extent collected) shall be applied to interest and principal with respect to such Receivable in accordance with the case terms of such Receivable. With respect to each Liquidated Receivable, Liquidation Proceeds shall be applied to interest and principal with respect to such Receivable in accordance with the terms of such Receivable, and then to any Insurance Add-On Amount due and payable with respect to such Receivable. The Servicer shall not be entitled to any Supplemental Servicing Fees with respect to a Liquidated Receivable. (ib) a Simple Interest With respect to each Receivable that is has become a Standard ReceivablePurchased Receivable on any Deposit Date, the Purchase Amount shall be applied, for purposes of this Agreement only, to interest and principal on the Receivable in accordance with the Simple Interest Method, terms of the Receivable as if the Purchase Amount had been paid by the Obligor on the Accounting Date next preceding such Deposit Date. The Servicer shall not be entitled to any Supplemental Servicing Fees with respect to such a Receivable. Nothing contained herein shall relieve any Obligor of any obligation relating to any Receivable. (iic) a Simple Interest With respect to each Receivable that is has become a Final Payment ReceivableRepurchased Receivable on any date, the Repurchase Price shall be applied, for purposes of this Agreement only, to interest and principal on the Receivable in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to the principal portion terms of the Last Scheduled Payment to Receivable as if the extent a Last Scheduled Payment Advance has not Repurchase Price had been made paid by the Obligor on such date. The Servicer shall not be entitled to any Supplemental Servicing Fees with respect to such Last Scheduled Payment and fourth, to the extent a Receivable. Nothing contained herein shall relieve any Obligor of any unreimbursed Last Scheduled Payment Advance with respect obligation relating to such Simple Interest any Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payahead. (bd) All Liquidation Proceeds amounts collected that are payable to the Servicer as Supplemental Servicing Fees hereunder shall be deposited in the Collection Account and any Recoveries, paid to the Servicer in accordance with Sections 4.6(a)(iv) and any proceeds realized upon the liquidation, sale 4.6(b)(iv). (e) All payments by or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence on behalf of an Event of Default under the Indenture shall, Obligor received with respect to any Final Payment Purchased Receivable after the Accounting Date immediately preceding the Deposit Date on which the Purchase Amount was paid by the Seller, AFL or the Servicer shall be applied first to accrued but unpaid interest thereon, second, paid to the Level Pay Balance of such Receivable Seller, AFL or the Servicer, respectively, and thirdshall not be included in the Available Funds, to the principal portion of Distribution Amount or the related Last Scheduled PaymentSpread Account Available Funds.

Application of Collections. (a) For the purposes of this AgreementAgreement and the Second Step Transfer and Servicing Agreements, as of the close of business on the last day of no later than each Collection Period, Distribution Date all collections received pursuant to Section 4.2 for such Collection the related Monthly Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the Servicer, in the case of Servicer as follows: (ia) a Simple With respect to each Scheduled Interest Receivable that is (other than an Administrative Receivable or a Standard Warranty Receivable), payments by or on behalf of the Obligor which are not Supplemental Servicing Fees shall be applied first to interest and principal on the Receivable reduce outstanding advances of shortfalls in accordance with the Simple Interest Methodcollections, (ii) a Simple Interest Receivable that is a Final Payment Receivableif any, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, made pursuant to the Level Pay Balance of such Receivable, third, to the principal portion of the Last Scheduled Payment to the extent a Last Scheduled Payment Advance has not been made by the Servicer Second Step Transfer and Servicing Agreements with respect to such Last Receivable. Next, the amount of any such payments in excess of Supplemental Servicing Fees and any such advances with respect to such Receivable shall be applied to the Scheduled Payment with respect to such Receivable. Any amount of such payments remaining after the applications described in the preceding two sentences constitutes an Excess Payment with respect to such Receivable, and fourthsuch Excess Payment (to the extent it does not constitute a Payment Ahead) shall be applied to prepay such Receivable. If the amounts applied under the first two sentences of this Section 3.11(a) shall be less than the Scheduled Payment, whether as a result of any extension granted to the Obligor or otherwise, then the Deferred Prepayment, if any, with respect to such Receivable shall be applied by the Servicer to the extent of any unreimbursed Last Scheduled Payment Advance with respect to the shortfall, and such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance Deferred Prepayment shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payaheadreduced accordingly. (b) All Liquidation Proceeds With respect to all Simple Interest Receivables (other than Administrative Receivables and any RecoveriesWarranty Receivables), and any proceeds realized upon the liquidation, sale payments by or dissolution on behalf of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect to any Final Payment Receivable Obligors which are not Supplemental Servicing Fees shall be applied first to accrued but unpaid interest thereon, second, the payment to the Level Pay Balance Servicer of Excess Simple Interest Collections, if any, and next to principal and interest on all such Simple Interest Receivables. (c) With respect to each Administrative Receivable and Warranty Receivable, payments by or on behalf of the Obligor shall be applied in the same manner, except that any Released Administrative Amount or Released Warranty Amount shall be remitted to the Servicer or ▇▇▇▇, as applicable. In the case of a Scheduled Interest Receivable, a Warranty Payment shall be applied to reduce any advances described in Section 3.11(a) and such Warranty Payment or an Administrative Purchase Payment, as applicable, shall be applied to the Scheduled Payment, in each case to the extent that the payments by or on behalf of the Obligor shall be insufficient, and then to prepay such Receivable in full. In the case of a Simple Interest Receivable, a Warranty Payment or an Administrative Payment, as applicable, shall be applied to principal and third, to the principal portion of the related Last Scheduled Paymentinterest on such Receivable.

Application of Collections. After the exercise of remedies provided for in this Agreement or the other Credit Documents (a) For or after the purposes of this Agreement, as of the close of business on the last day of each Collection Period, all collections received pursuant to Section 4.2 for such Collection Period for each Receivable (excluding the amounts actually collected Reimbursement Obligations with respect to outstanding Letters of Credit have automatically been required to be cash collateralized), any amounts received on account of the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) Reimbursement Obligations shall be applied by the Servicer, Administrative Agent in the case of following order: (ia) a Simple Interest Receivable that is a Standard ReceivableFirst, to interest and principal on the Receivable in accordance with the Simple Interest Method, (ii) a Simple Interest Receivable payment of that is a Final Payment Receivable, to interest and principal in accordance with the Simple Interest Method first, to accrued but unpaid interest, second, to the Level Pay Balance of such Receivable, third, to the principal portion of the Last Scheduled Payment Reimbursement Obligations constituting fees, indemnities, expenses and other amounts payable to the extent a Last Scheduled Payment Advance has not been made by Administrative Agent or the Servicer with respect to such Last Scheduled Payment and fourth, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable Issuing Bank in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) its capacity as a Payahead.such; (b) All Liquidation Proceeds and any RecoveriesSecond, to payment of that portion of the Reimbursement Obligations constituting fees, indemnities, and any proceeds realized upon other amounts (other than principal and interest) payable to the liquidationLenders, sale or dissolution ratably among them in proportion to the amounts described in this clause Second payable to them; (c) Third, to payment of that portion of the Owner Trust Estate Reimbursement Obligations constituting accrued and unpaid interest and fees payable in respect of the outstanding Letters of Credit, ratably among the Lenders in proportion to their respective amounts described in this clause Third held by them; (or any part thereofd) upon Fourth, to payment of that portion of the occurrence of an Event of Default under the Indenture shall, Reimbursement Obligations constituting unpaid reimbursement obligations with respect to payments made under any Final Payment Receivable be applied first Letters of Credit, and for cash collateralization of outstanding Letters of Credit, ratably among the Lenders in proportion to accrued but unpaid interest thereonthe respective amounts described in this clause Fourth held by them; and (e) Last, secondthe balance, if any, after all of the Reimbursement Obligations have been indefeasibly paid in full, to the Level Pay Balance Corporation or to any other Persons lawfully entitled thereto, or as otherwise required by applicable law. Amounts used for cash collateralization of the aggregate undrawn amount of any Letters of Credit pursuant to clause Fourth shall be applied to satisfy drawings under such Receivable and thirdLetters of Credit as such drawings occur. If any amounts remain on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the principal portion of other Reimbursement Obligations, if any, in the related Last Scheduled Paymentorder set forth above.

Application of Collections. (a) For Prior to each Settlement Date, the purposes Castlelake Representative shall confirm the accuracy of this the Monthly Servicing Report and, on or prior to the Final Maturity Date, the Castlelake Representative shall instruct the Administrative Agent, based on the Monthly Servicing Report as confirmed by the Castlelake Representative, in writing, by 1:00 p.m. on each Settlement Date to apply all Collections in the Disbursement Account with respect to the related Collection Period on each Settlement Date (after giving effect to any withdrawals in accordance with Section 2.10(c)) as follows: (i) First, to the Servicer, any accrued and unpaid Servicing Fees or reimbursable expenses due under the Servicing Agreement; (ii) Second, on a pari passu basis, (A) to each Collection Account Bank, the Collection Account Bank Fees, reimbursable expenses and indemnification amounts of such Collection Account Bank accrued and unpaid as of the close of business on the last day of each the Collection Period, all collections received pursuant to Section 4.2 for such Collection Period for each Receivable (excluding the amounts actually collected with respect B) to the Supplemental Servicing Fee Disbursement Account Bank, the Disbursement Account Bank Fees, reimbursable expenses and indemnification amounts collected with respect of the Disbursement Account Bank accrued and unpaid as of the last day of the related Collection Period, (C) to a Purchased Receivable) shall be applied by the Backup Servicer, in the case Backup Servicing Fees, reimbursable expenses (including, without limitation, any transition costs) and indemnification amounts of the Backup Servicer accrued and unpaid as of the last day of the related Collection Period, (iD) a Simple Interest Receivable that is a Standard Receivableto the Administrative Agent, to interest pay any other accrued but unpaid fees and principal on expenses and indemnification amounts of the Receivable Administrative Agent (including, without limitation, the Administrative Agent Fee) and the Collateral Agent in connection with this Agreement and any other Credit Document, (E) to the Intercreditor Agent any accrued but unpaid costs and expenses and indemnification amounts owing to the Intercreditor Agent under the Intercreditor Agreement, and (F) to each Bank Partner Collection Account Bank, the reimbursable expenses and indemnification amounts of such Bank Partner Collection Account Bank in accordance with the Simple Interest Method, applicable Control Agreement; (iiiii) a Simple Interest Receivable that is a Final Payment ReceivableThird, to interest and principal in accordance with the Simple Interest Method firsteach Lender, to pay any accrued but unpaid interest, secondfees and expenses of such Lender in connection with Obligations (including, without limitation, any Closing Payment, Increase Payment, Undrawn Payment, Prepayment Premium, Undrawn Make-Whole Payment and Lock-Out Make-Whole Payment); (iv) Fourth, (x) prior to the Amortization Period, if no Event of Default then exists, to the Level Pay Balance Lenders, pro rata, any amounts necessary to reduce the Borrowing Base Deficiency, if any, to zero, or (y) during the Amortization Period or if an Event of such Receivable, thirdDefault then exists, to the Lenders, pro rata, all remaining amounts until the outstanding principal portion amount of the Last Scheduled Payment Loans and Obligations related to the extent a Last Scheduled Payment Advance Loans has not been made by the Servicer with respect reduced to such Last Scheduled Payment and fourthzero; and (v) Fifth, to the extent of Borrower, for its own account, any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and (iii) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payaheadamount. (b) All Liquidation Proceeds [Reserved]. (c) In addition, during the Revolving Commitment Period and any Recoveriessubject to Section 2.1(b)(iv)(y), so long as (x) the Facility Availability is greater than zero and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereofy) upon the occurrence of an Event of Default under has not occurred and is continuing, the Indenture shallCastlelake Representative may, with respect upon one (1) Business Day's prior notice, instruct the Administrative Agent to any Final Payment Receivable be applied first to accrued but unpaid interest thereon, second, release funds on deposit in the Disbursement Account to the Level Pay Balance Borrower in an amount up to the Facility Availability to be used by the Borrower to purchase additional Eligible Receivables in accordance with Section 5.13 and subject to the conditions set forth in Section 3.3. (d) Not more frequently than once per week, the Castlelake Representative shall direct the Administrative Agent to release from the Disbursement Account any amounts owed to a Bank Partner Originator in respect of any Bank Partner Retained Percentages, if the Servicer has delivered to the Collateral Agent a certificate setting forth the calculation of such Receivable amounts owed to such Bank Partner Originator in form and third, substance reasonably satisfactory to the principal portion Collateral Agent, which certificate shall include reasonable detail regarding the calculation of the related Last Scheduled Paymentamounts owed to the Bank Partner Originator, including the applicable Bank Partner Retained Percentage, and designate a date for the payment of such reimbursement, which date shall not be earlier than three (3) Business Days following delivery of such certificate. Concurrently with any such release, the Administrative Agent, the Collateral Agent and the Lenders shall each be deemed to release any interest in or Lien on any funds released from the Disbursement Account in accordance with the preceding sentence. (e) Neither the Administrative Agent nor the Castlelake Representative shall have any liability for any delay by the Disbursement Account Bank in transferring funds as directed by the Castlelake Representative to the Administrative Agent in accordance with this Section 2.10.

Application of Collections. (a) For So long as no Event of Default has occurred and is continuing, the purposes Servicer will, by 1:00 p.m. on each Payment Date, apply all Collections then on deposit in the Collection Account (after giving effect to any withdrawals in accordance with Section 2.10(b) but before giving effect to any withdrawals in accordance with Section 2.10(d)) as follows: (i) First, on a pari passu basis, (A) to the Collection Account Bank, the Collection Account Bank Fees, reimbursable expenses and indemnification amounts of this Agreement, the Collection Account Bank accrued and unpaid as of the close of business on the last day of each Collection Periodsuch date, all collections received pursuant to Section 4.2 for such Collection Period for each Receivable and (excluding the amounts actually collected with respect B) to the Supplemental Servicing Fee Administrative Agent, to pay any other accrued but unpaid fees, indemnities, and expenses and indemnification amounts collected of the Administrative Agent in connection with respect this Agreement and any other Credit Document; (ii) Second, to a Purchased Receivable) shall be applied by the Servicer, in any accrued and unpaid Servicing Fees or reimbursable expenses due under the case of Servicing Agreement; (iiii) a Simple Interest Receivable that is a Standard ReceivableThird, to interest and principal on the Receivable in accordance with Administrative Agent for the Simple Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivablebenefit of the Lenders, to interest and principal in accordance with the Simple Interest Method first, to pay all accrued but unpaid interest, secondfees and expenses and indemnification amounts of the Lenders in connection with this Agreement and any other Credit Document; (iv) Fourth, to the Level Pay Balance of such Receivable, third, to Administrative Agent for the principal portion benefit of the Last Scheduled Payment to Lenders, the extent a Last Scheduled Payment Advance has not been made by the Servicer aggregate amount of principal payments due with respect to each outstanding Loan on such Last Scheduled Payment and fourthdate as reflected in each Loan Amortization Schedule, to be applied to principal of the extent of any unreimbursed Last Scheduled Payment Advance Loans in accordance with respect to such Simple Interest Receivableeach Loan Amortization Schedule; and (v) Fifth, to reimburse the Servicer CoBank, for such Last Scheduled Payment Advance and payment or cash collateralization (iiiif agreed by CoBank) an Actuarial Receivable, first, to the Scheduled Payment of such Actuarial Receivable, second to the extent that portion of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining Other Liabilities then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient to prepay the Actuarial Receivable in full, and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payaheadoutstanding. (b) All Liquidation Proceeds The Borrower may cause funds to be withdrawn from the Collection Account to pay to the Person entitled thereto any amounts credited thereto constituting Excluded Amounts if the Borrower has, prior to such withdrawal and any Recoveriesconsent, delivered to the Administrative Agent a certificate setting forth the calculation of such Excluded Amounts in form and any proceeds realized upon substance reasonably satisfactory to the liquidationAdministrative Agent, sale or dissolution which certificate shall include a brief description of the Owner Trust Estate facts and circumstances supporting such request and designate a date for the payment of such reimbursement, which date shall not be earlier than two (or any part thereof2) upon Business Days following delivery of such certificate. (c) The Servicer shall withdraw funds from the occurrence of an Event of Default under Collection Account and pay the Indenture shall, with respect to any Final Payment Receivable be applied first to accrued but unpaid interest thereon, second, same to the Level Pay Balance of such Receivable and third, Administrative Agent as necessary to make any payment required by this Agreement. (d) Subject to the principal portion conditions in Section 3.3, the Borrower shall be entitled to an Annual Distribution out of funds held in the related Last Scheduled PaymentCollection Account once per calendar year.

Application of Collections. (a) For the purposes of this AgreementAgreement and the Further Transfer and Servicing Agreements, as of the close of business on the last day of no later than each Collection Period, Distribution Date all collections received pursuant to Section 4.2 for such Collection the related Monthly Period for each Receivable (excluding the amounts actually collected with respect to the Supplemental Servicing Fee and amounts collected with respect to a Purchased Receivable) shall be applied by the ServicerServicer as follows: (a) With respect to each Scheduled Interest Receivable (other than an Administrative Receivable or a Warranty Receivable), payments by or on behalf of the Obligor that are not Supplemental Servicing Fees shall be applied first to reduce outstanding advances of shortfalls in collections, if any, made pursuant to the Further Transfer and Servicing Agreements with respect to such Receivable. Next, the amount of any such payments that are not Supplemental Servicing Fees and are in excess of such advances with respect to such Receivable shall be applied to the Scheduled Payment with respect to such Receivable. Any amount of such payments remaining after the applications described in the case preceding two sentences constitutes an Excess Payment with respect to such Receivable, and such Excess Payment (to the extent it does not constitute a Payment Ahead) shall be applied to prepay such Receivable. If the amounts applied under the first two sentences of this Section 3.11(a) shall be less than the Scheduled Payment, whether as a result of any extension granted to the Obligor or otherwise, then the Deferred Prepayment, if any, with respect to such Receivable shall be applied by the Servicer to the extent of the shortfall, and such Deferred Prepayment shall be reduced accordingly. (ib) With respect to all Simple Interest Receivables (other than Administrative Receivables and Warranty Receivables), payments by or on behalf of the Obligors that are not Supplemental Servicing Fees shall be applied first to the payment to the Servicer of Excess Simple Interest Collections, if any, and next to principal and interest on all such Simple Interest Receivables. (c) With respect to a Scheduled Interest Receivable or a Simple Interest Receivable that is a Standard also an Administrative Receivable and Warranty Receivable, payments by or on behalf of the Obligor shall be applied in the same manner as set forth in Section 3.11(a) or Section 3.11(b), as applicable, except that any Released Administrative Amount or Released Warranty Amount shall be remitted to interest and principal on the Receivable in accordance with Servicer or ▇▇▇▇, as applicable. In the Simple case of a Scheduled Interest Method, (ii) a Simple Interest Receivable that is a Final Payment Receivable, a Warranty Payment shall be applied first to interest reduce any advances described in Section 3.11(a); and principal in accordance with then the Simple Interest Method firstremaining amount of such Warranty Payment or an Administrative Purchase Payment, to accrued but unpaid interestas applicable, second, shall be applied to the Level Pay Balance of such ReceivableScheduled Payment, third, to the principal portion of the Last Scheduled Payment in each case to the extent that the payments by or on behalf of the Obligor shall be insufficient to pay such amount, and then to prepay such Receivable in full. In the case of a Last Scheduled Payment Advance has not been made by the Servicer with respect to such Last Scheduled Payment and fourth, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Simple Interest Receivable, to reimburse the Servicer for such Last Scheduled a Warranty Payment Advance and (iii) or an Actuarial ReceivableAdministrative Purchase Payment, firstas applicable, to the Scheduled Payment of such Actuarial Receivable, second to the extent of any unreimbursed Actuarial Advances with respect to such Actuarial Receivable, to reimburse the Servicer for any such Actuarial Advances, third, to the extent of any unreimbursed Last Scheduled Payment Advance with respect to such Actuarial Receivable, to reimburse the Servicer for such Last Scheduled Payment Advance and fourth, to the extent that any amounts are remaining then due to a prepayment of such Actuarial Receivable, if the sum of such remaining amount and the previous Payahead Balance shall be sufficient applied to prepay the Actuarial Receivable in full, principal and otherwise to the Payahead Account (or, if all Monthly Remittance Conditions are satisfied, to the Servicer) as a Payaheadinterest on such Receivable. (b) All Liquidation Proceeds and any Recoveries, and any proceeds realized upon the liquidation, sale or dissolution of the Owner Trust Estate (or any part thereof) upon the occurrence of an Event of Default under the Indenture shall, with respect to any Final Payment Receivable be applied first to accrued but unpaid interest thereon, second, to the Level Pay Balance of such Receivable and third, to the principal portion of the related Last Scheduled Payment.