Common use of Collections Prior to Amortization Clause in Contracts

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts the amounts set aside since the immediately preceding Settlement Date that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied ratably to each Terminating Committed Purchaser according to the respective Capital of such Terminating Committed Purchasers. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Financial Institution and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Administrative Agent’s account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Administrative Agent’s account no later than 12:00 noon 11:00 a.m. (Chicago time) on the applicable Settlement Date to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the event that, date of any assignment by Company pursuant to Section 1.3, an Aggregate Reduction is 1.5 (the “Financial Institution Termination Date”) until such Terminating Financial Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Financial Institution Termination Date of each Terminating Financial Institution as a percentage equal to take place (i) the Capital of such Terminating Financial Institution outstanding on a date other than a Settlement its Financial Institution Termination Date, divided by (ii) the Aggregate Capital outstanding on such Financial Institution Termination Date (the date of such Aggregate Reduction, the Servicer “Termination Percentage”). Each Terminating Financial Institution’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit deposit to the Managing Agents’ respective accounts Funding Account (and the amounts set aside since Funding Agent shall promptly remit such funds to each applicable Payment Account, for distribution to the immediately applicable Lenders), a portion of the Collections received by it during the preceding Settlement Date that have not been applied Period (after deduction of its Servicing Fee) equal to pay Yield or subject the sum of the following amounts for application to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid the Obligations in the order specified specified: first, to the Funding Agent, the payment of all accrued and unpaid fees under the Funding Agent Fee Letter; provided that the aggregate amount payable pursuant to this clause “first” shall not exceed $200,000 in Section 2.4 and any one calendar year, second, ratably to reduce the Capital payment of all Purchaser Interests of Terminating Committed Purchasersaccrued and unpaid CP Costs, applied Facility Fee, Interest and Broken Funding Costs (if any) that are then due and owing, third, ratably to each Terminating Committed Purchaser according the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing to any Lender or its Co-Agent, fourth, if required under Section 1.3 or 1.4, to the respective Capital ratable reduction of such Terminating Committed Purchasersthe outstanding principal of each of the Loans, and fifth, for the ratable payment of all other unpaid Obligations of Borrower (including Prepaid Lender Amounts), if any, that are then due and owing. If such Capital and other Obligations shall be reduced to zeroThe balance, any additional Collections received by the Servicer (i) if applicableany, shall be remitted paid to Borrower or otherwise in accordance with Borrower’s instructions. Collections applied to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably payment of Obligations of Borrower shall be distributed in accordance with the Pro Rata Share aforementioned provisions, and, giving effect to each of each such Managing Agent’s Purchaser Group and (ii) any balance remaining thereafter the priorities set forth above in this Section 2.2, shall be remitted from shared ratably (within each priority) among the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably applicable payees in accordance with the Pro Rata Share amount of the related Purchaser Group), out such Obligations owing to each of amounts set aside pursuant to Section 2.2(a), an amount equal to them in respect of each such Aggregate Reduction to be applied in accordance with Section 1.3priority.

Collections Prior to Amortization. (a) Prior Subject to the following paragraph (b), prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at . (b) At any time any Collections or Deemed Collections are received by the Servicer prior to the Amortization Date, : (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed PurchaserFinancial Institution, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and and (ii) the Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to makemake (subject to the conditions precedent set forth in Section 6.2 and the requirements of Section 2.7), simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received or Deemed Collection deemed received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers)Interest, such that after giving effect to such Reinvestment, the amount of Aggregate Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Aggregate Capital immediately prior to such receipt. (bc) On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective appropriate accounts the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) ): first, to reduce due but unpaid Obligations the Servicer for the payment of the Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the order specified in Section 2.4 and Receivables, including the Servicing Fee, second, to the Managing Agents for the account of the Purchasers ratably to the payment of all accrued and unpaid Yield, third, to the Managing Agents for the account of the Purchasers ratably to the payment of all accrued and unpaid fees under the Fee Letter, fourth, to the Managing Agents for the account of the Purchasers to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions to zero, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed Purchasers. If such Capital and other Obligations shall be reduced to zeroTermination Percentage, any additional Collections received by the Servicer (i) if applicablefifth, shall be remitted to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) Agents for the account of the Purchasers to reduce Capital of outstanding Purchaser Interests in an amount, if any, necessary so that the aggregate of the Purchaser Interests does not exceed the Applicable Maximum Purchaser Interest applied ratably in accordance with the Capital Pro Rata Share of the Purchasers, sixth, to each applicable Person for the ratable payment of all other unpaid Obligations, seventh, to the extent required Managing Agents for the account of the Purchasers to fund any Aggregate Reduction on such Settlement Date, Date applied ratably in accordance with the Capital Pro Rata Share of each such Managing Agent’s Purchaser Group the Purchasers, and (ii) eighth, any balance remaining thereafter shall be remitted from the Servicer to the Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the each Managing Agents’ respective accounts (Agent’s account ratably in accordance with the Pro Rata Share of the related such Managing Agent’s Purchaser Group), out of the amounts set aside pursuant to this Section 2.2(a)2.2, an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced allocable to each Terminating Purchase Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by the Purchaser Interests of each Terminating Committed Purchaser, (BPurchasers in such Terminating Purchase Group) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests and the Purchasers (other than the Terminating Purchasers) (except to the extent contemplated in any Terminating Committed PurchasersReduction Notice) hereby agree to make, simultaneously with such receipt, but subject to the conditions precedent set forth herein, including the conditions set forth in Section 6.2, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage of any Purchaser Interests of Collections allocable to each Terminating Committed PurchasersPurchase Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3), such that after giving effect to such Reinvestment, the amount of Aggregate Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receiptreceipt (net of any reduction contemplated in a Reduction Notice). (b) On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the each Managing Agents’ respective accounts Agent’s account its Purchase Group Share (or Termination Percentage) of the amounts set aside since during the immediately preceding Settlement Date Accrual Period that have not been applied to pay Yield or subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce unpaid CP Costs, Yield and other Obligations, if any, that are then due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied ratably to each Terminating Committed Purchaser according owing to the respective Capital members of such Group (or Terminating Committed PurchasersPurchase Group). If such Capital Capital, CP Costs, Yield and other Obligations shall be reduced to zero, (i) each Managing Agent’s Purchase Group Share of any additional Collections received by the Servicer (i) Servicer, if applicable, shall be remitted to the such Managing Agents’ respective accounts Agent’s account no later than 12:00 noon 11:00 a.m. (Chicago New York time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In Each Terminating Purchase Group shall be allocated a ratable portion of Collections from the event that, pursuant Scheduled Liquidity Termination Date of such Terminating Purchase Group until the Capital of all Purchasers in such Terminating Purchase Group shall be paid in full. This ratable portion shall be calculated on the Scheduled Liquidity Termination Date of each Terminating Purchase Group as a percentage equal to Section 1.3, an Aggregate Reduction is to take place (i) Capital of all Purchasers in such Terminating Purchase Group outstanding on a date other than a Settlement its Scheduled Liquidity Termination Date, divided by (ii) the Aggregate Capital outstanding on such Scheduled Liquidity Termination Date (the date of such Aggregate Reduction, the Servicer “Termination Percentage”). Each Terminating Purchase Group’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Purchaser’s Capital thereafter shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Purchasers in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior Subject to the following Section 2.2(b) below, prior to the Amortization Date, the Purchaser Interests of any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at . (b) At any time any Collections or Deemed Collections are received by the Servicer prior to the Amortization Date, : (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: : (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, Financial Institution, (B) an amount equal to the accrued and unpaid Obligations, and (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer1.3, amounts owing to the Servicer under Section 2.1 and and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to makemake (subject to the conditions precedent set forth in Section 6.2 and the requirements of Section 2.7), simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection received or Deemed Collection deemed received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers)Interest, such that after giving effect to such Reinvestment, the amount of Aggregate Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Aggregate Capital immediately prior to such receipt. (bc) On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent's account the amounts set aside since the immediately preceding prior Settlement Date that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1): (i) first, to reduce due but the payment of the Servicer's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if the Seller or one of its Affiliates is not then acting as the Servicer, (ii) second, ratably to the payment of all accrued and unpaid Obligations in Yield, (iii) third, ratably to the order specified in Section 2.4 payment of all accrued and secondunpaid fees under the Fee Letter, (iv) fourth, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions to zero, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Termination Percentage, (v) fifth, to reduce Capital of such Terminating Committed outstanding Purchaser Interests in an amount, if any, necessary so that the aggregate of the Purchaser Interests does not exceed 100%, applied ratably in accordance with the Capital Pro Rata Share of the Purchasers. If such Capital and , (vi) sixth, for the ratable payment of all other Obligations shall be reduced to zerounpaid Obligations, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) provided that to the extent required such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, (vii) seventh, to fund any Aggregate Reduction on such Settlement Date, Date applied ratably in accordance with the Capital Pro Rata Share of each such Managing Agent’s Purchaser Group and the Purchasers, and (iiviii) eighth, any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group)Agent's account, out of the amounts set aside pursuant to this Section 2.2(a)2.2, an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced allocable to each Terminating Purchase Group (which amount shall be payable on the next Settlement Date to reduce the Capital then held by the Purchaser Interests of each Terminating Committed Purchaser, (BPurchasers in such Terminating Purchase Group) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests and the Purchasers (other than the Terminating Purchasers) (except to the extent contemplated in any Terminating Committed PurchasersReduction Notice) hereby agree to make, simultaneously with such receipt, but subject to the conditions precedent set forth herein, including the conditions set forth in Section 6.2, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage of any Purchaser Interests of Collections allocable to each Terminating Committed PurchasersPurchase Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3), such that after giving effect to such Reinvestment, the amount of Aggregate Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receiptreceipt (net of any reduction contemplated in a Reduction Notice). (b) On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the each Managing Agents’ respective accounts Agent’s account its Purchase Group Share (or Termination Percentage) of the amounts set aside since during the immediately preceding Settlement Date Accrual Period that have not been applied to pay Yield or subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce unpaid CP Costs, Yield and other Obligations, if any, that are then due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied ratably to each Terminating Committed Purchaser according owing to the respective Capital members of such Group (or Terminating Committed PurchasersPurchase Group). If such Capital Capital, CP Costs, Yield and other Obligations shall be reduced to zero, (i) each Managing Agent’s Purchase Group Share of any additional Collections received by the Servicer (i) Servicer, if applicable, shall be remitted to the such Managing Agents’ respective accounts Agent’s account no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In Each Terminating Purchase Group shall be allocated a ratable portion of Collections from the event that, pursuant Scheduled Liquidity Termination Date of such Terminating Purchase Group until the Capital of all Purchasers in such Terminating Purchase Group shall be paid in full. This ratable portion shall be calculated on the Scheduled Liquidity Termination Date of each Terminating Purchase Group as a percentage equal to Section 1.3, an Aggregate Reduction is to take place (i) Capital of all Purchasers in such Terminating Purchase Group outstanding on a date other than a Settlement its Scheduled Liquidity Termination Date, divided by (ii) the Aggregate Capital outstanding on such Scheduled Liquidity Termination Date (the date of such Aggregate Reduction, the Servicer “Termination Percentage”). Each Terminating Purchase Group’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Purchaser’s Capital thereafter shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Purchasers in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer (after the initial Purchase of a Receivable Interest hereunder) shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.21.5.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests requests, and the Purchasers (other than any Terminating Committed Purchasers) in each Group hereby agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”) with that portion of the balance each Group’s Percentage of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers)Receivable Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Receivable Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ each Co-Agent’s respective accounts account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside since during the immediately preceding Settlement Date Period that have were not been applied to pay Yield or the subject to of a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.11.5.1) first, to reduce due but unpaid CP Costs, Discount and other Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied ratably to each Terminating Committed Purchaser according owing to the respective Capital members of such Terminating Committed PurchasersGroup. If such Capital CP Costs, Discount and other Obligations shall be reduced to zero, each Group’s Percentage of any additional Collections received by the Servicer shall (i) if applicable, shall be remitted to the Managing Agents’ respective accounts applicable Co-Agent’s account no later than 12:00 noon (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to the Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed PurchaserFinancial Institution, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, shall set aside Collections to be effected pursuant used to effect any Aggregate Reduction in accordance with Section 1.3 and (y) shall set aside amounts necessary to pay Obligations due on the Servicer, amounts owing to the Servicer under Section 2.1 next succeeding Settlement Date and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. receipt (b) but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent’s or applicable Purchaser’s account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Agent’s or applicable Purchaser’s account no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the event thatLiquidity Termination Date that such Terminating Financial Institution did not consent to extend (as to such Terminating Financial Institution, pursuant the “Liquidity Provider Termination Date”), until such Terminating Financial Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Liquidity Provider Termination Date of each Terminating Financial Institution as a percentage equal to Section 1.3, an Aggregate Reduction is to take place (i) Capital of such Terminating Financial Institution outstanding on a date other than a Settlement its Liquidity Provider Termination Date, divided by (ii) the Aggregate Capital outstanding on such Liquidity Provider Termination Date (the date of such Aggregate Reduction, the Servicer “Termination Percentage”). Each Terminating Financial Institution’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior On each Settlement Date prior to the Amortization Date, any Collections and/or Deemed the Servicer shall deposit to the each Lender Group Agent’s Account, for distribution to the Persons specified below, from Collections received by it during the Servicer shall be held related Settlement Period equal to the sum of the following amounts for application to the Obligations in trust by the Servicer for order specified: first, ratably among each Lender Group in accordance with the Lender Group Shares, to the payment of any all accrued and unpaid Yield, Interest and Broken Funding Costs (if any) of each Lender Group that are then due and owing, second, ratably among each Lender Group in accordance with the Lender Group Shares, to the payment of all accrued and unpaid fees under each Fee Letter (if any) that are then due and owing, third, to the accrued and unpaid Servicing Fee, fourth, if required under Section 1.3 or 1.4, to the ratable reduction, among each Lender Group in accordance with the Lender Group Shares, of the Aggregate Unpaids Principal, fifth, for the ratable payment, among each Lender Group in accordance with the Lender Group Shares, of all other unpaid Obligations, if any, that are then due and owing, and sixth, the balance, if any, to Borrower or for a Reinvestment as provided otherwise in accordance with Borrower’s instructions. Collections applied to the payment of Obligations shall be distributed to each Lender Group Agent in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.2. Upon receipt of any such funds, each Lender Group Agent shall distribute such funds to the appropriate members of its Lender Group. If at any time any Collections are received by the Servicer on and after the Initial Funding Date and prior to the Amortization Facility Termination Date, (i) the Servicer shall set aside Borrower hereby requests, and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests Lender and the Purchasers Agent hereby agrees, that such funds may be reinvested by Borrower by purchasing additional Eligible Receivables (other than any Terminating Committed Purchasers) hereby agree to makeeach, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be Aggregate Principal is less than or equal to the amount of Capital immediately prior to such receiptBorrowing Limit. (b) On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts the amounts set aside since the immediately preceding Settlement Date that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied ratably to each Terminating Committed Purchaser according to the respective Capital of such Terminating Committed Purchasers. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Financial Institution and (ii) Seller hereby requests sells and assigns to the Purchasers (other than any Terminating Committed Purchasers) Financial Institutions), and the Purchasers hereby agree to makepurchase additional Purchaser Interests (each such purchase being a “Reinvestment”), simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any existing Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such all Purchaser Interest Interests immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Persons described below the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to the Servicer, to reduce any payments, if any, due but to any Program F/X Counterparty pursuant to any Hedging Arrangement on such Settlement Date other than Hedge Breakage Costs and Hedge Indemnity Costs (after giving effect to any netting provisions of applicable Hedge Arrangement), second, to Agent, for the ratable distribution among the relevant Purchasers in each Purchase Groups in accordance with each Purchase Groups Pro Rata Share, to reduce accrued and unpaid CP Costs, Yield and other Obligations in that are then due and payable, third, to the order specified in Section 2.4 and secondAgent, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of Termination Percentage and fourth, to Servicer, to reduce any Hedge Breakage Costs and Hedge Indemnity Costs, if any, due and payable on such Terminating Committed PurchasersSettlement Date to any Program F/X Counterparty pursuant to any Hedging Arrangement. If such Capital Capital, CP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Agent no later than 12:00 noon (Chicago New York City time) to the extent required to fund any Aggregate Reduction designated by the Seller on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant Date and may be used by Seller to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date purchase additional Receivables or make payments in respect of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts Subordinated Loans (ratably as defined in any applicable Receivables Sale Agreement) in accordance with the Pro Rata Share terms of the related Purchaser Group), out applicable Receivables Sale Agreement. Each Terminating Financial Institution shall be allocated a ratable portion of amounts set aside Collections from the date of any termination of its Commitment pursuant to Section 2.2(a), an amount 12.3 (the “Termination Date”) until such Terminating Financing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to (i) Capital of such Terminating Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Reduction Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be applied disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Purchaser and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts account of, or designated by, each Agent the relevant portion of the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but the relevant unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersPurchasers in the relevant Conduit Group, applied ratably to each Terminating Committed Purchaser according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital and other Obligations shall be reduced to zerozero with respect to the Purchasers in a Conduit Group, any additional Collections received by the Servicer (i) if applicable, shall be remitted to an account designated by the Managing Agents’ respective accounts relevant Agent no later than 12:00 noon p.m. (Chicago New York time) to the extent required to fund such Conduit Group’s Reduction Pro Rata Share of any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the event thatLiquidity Termination Date that such Terminating Committed Purchaser did not consent to extend (as to such Terminating Committed Purchaser, pursuant the “Termination Date”) until such Terminating Financing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to Section 1.3, an Aggregate Reduction is to take place (i) Capital of such Terminating Committed Purchaser outstanding on a date other than a Settlement its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the date of such Aggregate Reduction, the Servicer “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Committed Purchasers in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior On and after the Initial Funding Date and prior to the Amortization Facility Termination Date, any Deemed Collections and/or Deemed received by the Servicer and any other Collections received by the Servicer shall be held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids Obligations or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer on and after the Initial Funding Date and prior to the Amortization Facility Termination Date, (i) the Servicer shall set aside Borrower hereby requests, and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed PurchaserLender, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests each Lender Group Agent and the Purchasers (other than any Terminating Committed Purchasers) Agent hereby agree to makeagrees, that simultaneously with such receipt, such funds shall be reinvested by Borrower in the purchase of additional Eligible Receivables (each, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be Aggregate Principal is less than or equal to the amount of Capital immediately prior to such receiptBorrowing Limit. (b) On each Settlement Date prior to the occurrence of the Amortization Facility Termination Date, the Servicer shall remit to each Lender Group Agent's Account, for distribution to the Managing Agents’ respective accounts Persons specified below, from Collections received during the related Settlement Period, the following amounts set aside since the immediately preceding Settlement Date that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and secondspecified: first, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied ratably to among each Terminating Committed Purchaser according to the respective Capital of such Terminating Committed Purchasers. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably Lender Group in accordance with the Pro Rata Share Lender Group Shares, to the payment of all accrued and unpaid CP Costs, Interest and Broken Funding Costs (if any) of each such Managing Agent’s Purchaser Lender Group that are then due and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event thatowing, pursuant to Section 1.3second, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably among each Lender Group in accordance with the Pro Rata Share Lender Group Shares, to the payment of all accrued and unpaid fees under each Fee Letter that are then due and owing, third, to the accrued and unpaid Servicing Fee, fourth, if required under Section 1.3 or 1.4, to the ratable reduction, among each Lender Group in accordance with the Lender Group Shares, of the related Purchaser Group)Aggregate Principal, out fifth, for the ratable payment, among each Lender Group in accordance with the Lender Group Shares, of amounts all other unpaid Obligations, if any, that are then due and owing, and sixth, the balance, if any, to Borrower or otherwise in accordance with Borrower's instructions. Collections applied to the payment of Obligations shall be distributed to each Lender Group Agent in accordance with the aforementioned provisions and in accordance with each of the priorities set aside pursuant to forth above in this Section 2.2(a). Upon receipt of any such funds, an amount equal each Lender Group Agent shall distribute such funds to such Aggregate Reduction to be applied in accordance with Section 1.3the appropriate members of its Lender Group.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by such Servicer for the Servicer benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids Unpaids, for deposit into the LC Collateral Account or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date, (i) such Servicer shall deposit any amounts required to be deposited by its related Seller or Sellers to the Servicer LC Collateral Account pursuant to Section 1.10, shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed PurchaserFinancial Institution and of each Company in a Terminating Financial Institution’s Purchaser Group, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, shall set aside Collections to be effected pursuant used to effect any Aggregate Reduction in accordance with Section 1.3 and (y) shall set aside amounts necessary to pay Obligations due on the Servicer, amounts owing to the Servicer under Section 2.1 next succeeding Settlement Date and (ii) each Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, of any Company in a Terminating Financial Institution’s Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. receipt (b) but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction); provided, however, that if, after giving effect to any such Reinvestment, the Aggregate Capital plus the Adjusted LC Participation Amount would exceed the Purchase Limit then in effect, then the Servicers shall instead set aside and hold in trust for the Agent (for the benefit of the Purchasers), and shall, at the request of the Agent, segregate in a separate account approved by the Agent, a portion of such Collections and Deemed Collections that, together with the other Collections and Deemed Collections set aside pursuant to this paragraph, shall equal the amount necessary to cause the Aggregate Capital plus the Adjusted LC Participation Amount to not exceed such Purchase Limit (determined as if such Collections and Deemed Collections set aside had been applied to reduce the Aggregate Capital at such time), which amount shall be applied in accordance with Section 1.3 as an Aggregate Reduction in respect of Aggregate Capital on the following Settlement Date. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall remit to the Managing Agents’ respective accounts Agent’s or applicable Purchaser’s account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment or applied in respect of an Aggregate Reduction and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid CP Costs, Yield and other Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, of each Company in a Terminating Financial Institution’s Purchaser Group, applied ratably to such Terminating Financial Institution and each Terminating Committed Purchaser such Company according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital Capital, CP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the any Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) Agent’s or applicable Purchaser’s account to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably (ii) shall be deposited into the LC Collateral Account until all amounts required to be deposited to the LC Collateral Amount in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Section 1.10 have been deposited therein, (iii) to pay any accrued and unpaid Servicing Fee, and (iiiv) any balance remaining thereafter shall be remitted from the such Servicer to Seller the Sellers on such Settlement Date. In Such Servicer shall use its reasonable best efforts to remit all deposit amounts to the event thatAgent’s or applicable Purchaser’s account no later than 1:00 p.m. (New York time) on such Settlement Date. Any such amounts not received by Agent or the applicable Purchaser by 2:00 pm (New York time) shall be deemed to be received on the next succeeding Business Day. The Terminating Financial Institution and the Company in such Terminating Financial Institution’s Purchaser Group shall be collectively allocated a ratable portion of Collections from its Termination Date until, with respect to a Terminating Financial Institution, such Terminating Financial Institution’s Capital, if any, shall be paid in full and, with respect to a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the Capital of such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 1.34.6(a)) of such Company or (ii) if there are no Related Financial Institutions with respect to such Company, an Aggregate Reduction is the Capital of such Company shall be paid in full. The applicable ratable portion shall be calculated, with respect to take place on a date other than a Settlement Dateany Terminating Financial Institution or applicable Company, on the date Termination Date of each Terminating Financial Institution or applicable Company as a percentage equal to (i) the Capital of such Terminating Financial Institution or applicable Company outstanding on its Termination Date, divided by (ii) the Aggregate Reduction, Capital outstanding on such Termination Date (the Servicer “Termination Percentage”). Each Terminating Financial Institution’s and applicable Company’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s and each applicable Company’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions and Companies in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Facility Termination Date, any Deemed Collections and/or Deemed received by the Servicer and any other Collections received by the Servicer shall be held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids Obligations or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Facility Termination Date, (i) the Servicer shall set aside Borrower hereby requests, and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed PurchaserLender, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests each Lender Group Agent and the Purchasers (other than any Terminating Committed Purchasers) Agent hereby agree to makeagrees, that simultaneously with such receipt, a reinvestment such funds shall be reinvested by Borrower in the purchase of additional Eligible Receivables (each each, a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be Aggregate Principal is less than or equal to the amount of Capital immediately prior to such receiptBorrowing Limit. (b) On each Settlement Date prior to the occurrence of the Amortization Facility Termination Date, the Servicer shall remit to each Lender Group Agent’s Account, for distribution to the Managing Agents’ respective accounts Persons specified below, from Collections received during the related Settlement Period, the following amounts set aside since the immediately preceding Settlement Date that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and secondspecified: first, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied ratably to among each Terminating Committed Purchaser according to the respective Capital of such Terminating Committed Purchasers. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably Lender Group in accordance with the Pro Rata Share Lender Group Shares, to the payment of all accrued and unpaid CP Costs, Interest and Broken Funding Costs (if any) of each such Managing Agent’s Purchaser Lender Group that are then due and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event thatowing, pursuant to Section 1.3second, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably among each Lender Group in accordance with the Pro Rata Share Lender Group Shares, to the payment of all accrued and unpaid fees under each Fee Letter that are then due and owing, third, to the accrued and unpaid Servicing Fee, fourth, if required under Section 1.3 or 1.4, to the ratable reduction, among each Lender Group in accordance with the Lender Group Shares, of the related Purchaser Group)Aggregate Principal, out fifth, for the ratable payment, among each Lender Group in accordance with the Lender Group Shares, of amounts all other unpaid Obligations, if any, that are then due and owing, and sixth, the balance, if any, to Borrower or otherwise in accordance with Borrower’s instructions. Collections applied to the payment of Obligations shall be distributed to each Lender Group Agent in accordance with the aforementioned provisions and in accordance with each of the priorities set aside pursuant to forth above in this Section 2.2(a). Upon receipt of any such funds, an amount equal each Lender Group Agent shall distribute such funds to such Aggregate Reduction to be applied in accordance with Section 1.3the appropriate members of its Lender Group.

Collections Prior to Amortization. (a) Prior to the --------------------------------- Amortization Date, any Collections and/or Deemed Collections received by the Servicer (after the initial purchase of a Purchaser Interest hereunder and on or prior to the Amortization Date of such Purchaser Interest) shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2up to the amount necessary to fund such Aggregate Unpaids. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every ------------ Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers)Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent's account the amounts set aside since during the immediately preceding Settlement Date that have not been applied to pay Yield or subject to a Reinvestment Period and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 CP Costs, Yield and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied ratably to each Terminating Committed Purchaser according to the respective Capital of such Terminating Committed Purchasersother ----------- Obligations. If such Capital CP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections and/or Deemed Collections received by the Servicer shall (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Agent's account no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Financial Institution and (ii) Seller hereby requests sells and assigns to the Purchasers (other than any Terminating Committed Purchasers) Financial Institutions), and the Purchasers hereby agree to makepurchase additional Purchaser Interests (each such purchase being a “Reinvestment”), simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any existing Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such all Purchaser Interest Interests immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Persons described below the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to the Servicer, to reduce any payments, if any, due but to any Program F/X Counterparty pursuant to any Hedging Arrangement on such Settlement Date other than Hedge Breakage Costs and Hedge Indemnity Costs (after giving effect to any netting provisions of applicable Hedge Arrangement), second, to Agent, for the ratable distribution among the relevant Purchasers in each Purchase Groups in accordance with each Purchase Groups Pro Rata Share, to reduce accrued and unpaid CP Costs, Yield and other Obligations in that are then due and payable, third, to the order specified in Section 2.4 and secondAgent, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of Termination Percentage and fourth, to Servicer, to reduce any Hedge Breakage Costs and Hedge Indemnity Costs, if any, due and payable on such Terminating Committed PurchasersSettlement Date to any Program F/X Counterparty pursuant to any Hedging Arrangement. If such Capital Capital, CP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Agent no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction designated by the Seller on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the event that, date of any termination of its Commitment pursuant to Section 1.3, an Aggregate Reduction is 12.3 (the “Termination Date”) until such Terminating Financing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to take place (i) Capital of such Terminating Financial Institution outstanding on a date other than a Settlement its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the date of such Aggregate Reduction, the Servicer “Termination Percentage”). Each Terminating Financial Institution’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior Subject to the following paragraph (b), prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at . (b) At any time any Collections or Deemed Collections are received by the Servicer prior to the Amortization Date, : (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed PurchaserFinancial Institution, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to makemake (subject to the conditions precedent set forth in Section 6.2 and the requirements of Section 2.7), simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received or Deemed Collection deemed received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers)Interest, such that after giving effect to such Reinvestment, the amount of Aggregate Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Aggregate Capital immediately prior to such receipt. (bc) On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Administrative Agent’s account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) ): first, to reduce due but the payment of the Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if an Affiliate of the Seller is not then acting as the Servicer, second, ratably to the payment of all accrued and unpaid Obligations in Yield, third, ratably to the order specified in Section 2.4 payment of all accrued and secondunpaid fees under the Fee Letter, fourth, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions to zero, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Termination Percentage, fifth, to reduce Capital of such Terminating Committed outstanding Purchaser Interests in an amount, if any, necessary so that the aggregate of the Purchaser Interests does not exceed the Applicable Maximum Purchaser Interest applied ratably in accordance with the Capital Pro Rata Share of the Purchasers. If such Capital and , sixth, for the ratable payment of all other Obligations shall be reduced to zerounpaid Obligations, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) provided that to the extent required such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, seventh, to fund any Aggregate Reduction on such Settlement Date, Date applied ratably in accordance with the Capital Pro Rata Share of each such Managing Agent’s Purchaser Group the Purchasers, and (ii) eighth, any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group)Administrative Agent’s account, out of the amounts set aside pursuant to this Section 2.2(a)2.2, an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Purchaser and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts account of, or designated by, each Funding Agent the relevant portion of the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but the relevant unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersPurchasers in the relevant Conduit Group, applied ratably to each Terminating Committed Purchaser according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital and other Obligations shall be reduced to zerozero with respect to the Purchasers in a Conduit Group, any additional Collections received by the Servicer (i) if applicable, shall be remitted to an account designated by the Managing Agents’ respective accounts relevant Funding Agent no later than 12:00 noon p.m. (Chicago New York time) to the extent required to fund such Conduit Group’s Reduction Pro Rata Share of any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the event thatLiquidity Termination Date that such Terminating Committed Purchaser did not consent to extend (as to such Terminating Committed Purchaser, pursuant the “Termination Date”) until such Terminating Financing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to Section 1.3, an Aggregate Reduction is to take place (i) Capital of such Terminating Committed Purchaser outstanding on a date other than a Settlement its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the date of such Aggregate Reduction, the Servicer “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Committed Purchasers in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued Financial Institution and unpaid Obligations, (C) an amount equal to the Aggregate Reductionits related Conduit(s), if any, (y) Collections to be effected pursuant used to effect any Aggregate Reduction in accordance with Section 1.3 and (yz) amounts necessary to pay Obligations due on the Servicer, amounts owing to the Servicer under Section 2.1 next succeeding Settlement Date and (ii) Seller hereby requests and and, subject to Section 6.2, the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions and their related Conduits, if any) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions and their related Conduits, if any), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt. receipt (b) but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent’s or the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts to be applied in the following order of priority (if not previously paid in accordance with Section 2.1) ): first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and Obligations, second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions and their respective related Conduits (if any), applied ratably to each Terminating Committed Purchaser Financial Institution (and its related Conduit(s), if any) according to the its respective Capital of such Terminating Committed Purchasers. If such Capital and other Obligations shall be reduced to zeroTermination Percentage, any additional Collections received by the Servicer (i) third, if applicable, shall be remitted to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) LC Collateral Account, in each case, to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, the Pro Rata Share of each such Managing Agent’s Purchaser Group and (ii) any balance remaining thereafter shall be remitted from the Servicer balance, if any, to Seller on such Settlement Date. In Prior to the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement occurrence of the Amortization Date, each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the Scheduled Facility Termination Date that such Terminating Financial Institution did not consent to extend (as to such Terminating Financial Institution and its related Conduit(s), if any, the “Financial Institution Termination Date”), until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the date Financial Institution Termination Date of such Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Reduction, Capital outstanding on such Financial Institution Termination Date and (y) the Servicer LC Adjusted Exposure on such Financial Institution Termination Date. Each Terminating Financial Institution’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed PurchaserFinancial Institution, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, shall set aside Collections to be effected pursuant used to effect any Aggregate Reduction in accordance with Section 1.3 and (y) shall set aside amounts necessary to pay Obligations due on the Servicer, amounts owing to the Servicer under Section 2.1 next succeeding Settlement Date and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. receipt (b) but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts the Agent’s or applicable Purchaser’s account all amounts previously set aside since the immediately preceding Settlement Date that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Agent’s or applicable Purchaser’s account no later than 12:00 noon 1:00 pm (Chicago Eastern time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the event thatLiquidity Termination Date that such Terminating Financial Institution did not consent to extend (as to such Terminating Financial Institution, pursuant the “Liquidity Provider Termination Date”), until such Terminating Financial Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Liquidity Provider Termination Date of each Terminating Financial Institution as a percentage equal to Section 1.3, an Aggregate Reduction is to take place (i) Capital of such Terminating Financial Institution outstanding on a date other than a Settlement its Liquidity Provider Termination Date, divided by (ii) the Aggregate Capital outstanding on such Liquidity Provider Termination Date (the date of such Aggregate Reduction, the Servicer “Termination Percentage”). Each Terminating Financial Institution’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3 and Section 2.4.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at on any time Business Day prior to the Amortization Date, any Collections are received by the Servicer prior to the Amortization Dateafter payment of any Obligations that are then due and owing, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers)Receivables Interest, such that after giving effect to such Reinvestment, the amount of Capital Invested Amount of such Purchaser Receivables Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital Invested Amount immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ Gotham Account and the ▇▇▇▇▇ Fargo Account, as applicable, each of the Conduit’s and ▇▇▇▇▇ Fargo’s respective accounts Percentage of the amounts set aside since during the immediately preceding Settlement Date Accrual Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied ratably to each Terminating Committed Purchaser according to the respective Capital of Obligations. Once such Terminating Committed Purchasers. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Gotham Account and the ▇▇▇▇▇ Fargo Account, as applicable, no later than 12:00 noon (Chicago New York City time) to the extent required to fund the Conduit’s and ▇▇▇▇▇ Fargo’s respective Percentages of any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or hereunder and “Aggregate SLOT Unpaids” under (and as defined in) the Second Lien Receivables Purchase Agreement, for a Reinvestment as provided in this Section 2.22.2 and under the Second Lien Receivables Purchase Agreement or to reduce the Aggregate Capital outstanding in accordance with Section 1.3 hereunder and under the Second Lien Receivables Purchase Agreement. If at any time any Collections are received by the Servicer prior to the Amortization Date, : (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of allocable to each Terminating Committed Purchaser, ’s Group (Bwhich amount shall be payable on the next Settlement Date to reduce the Capital then held by each Terminating Committed Purchaser) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Serviceramount of Collections, amounts owing if any, required to be set aside pursuant to the Servicer under Section 2.1 terms of the Second Lien Receivables Purchase Agreement and (ii) Seller hereby requests requests, and the Purchasers (other than any Terminating Committed Purchasers) in each Group are hereby agree deemed to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance each Group’s Percentage of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage of any Purchaser Interests of Collections allocable to each Terminating Committed PurchasersPurchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts applicable Co-Agent’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the immediately preceding prior Settlement Date that have not been applied to pay Yield or subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) in the following order of priority (or, on any Settlement Date on or prior to the Second Lien Termination Date, in the order of priority set forth in Section 4.1 of the Intercreditor Agreement): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due but unpaid Obligations in and owing to the order specified in Section 2.4 members of such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersPurchasers in such Group, applied ratably to each such Terminating Committed Purchaser according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital any Group’s Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Agent’s account no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the event that, date of any assignment by Conduit pursuant to Section 1.3, an Aggregate Reduction is 13.6 (the “Termination Date”) until such Terminating Committed Purchaser’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to take place (i) Capital of such Terminating Committed Purchaser outstanding on a date other than a Settlement its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the date of such Aggregate Reduction, the Servicer “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Committed Purchasers in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by such Servicer for the Servicer benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date, (i) such Servicer shall deposit any amounts required to be deposited by its related Seller or Sellers to the Servicer LC Collateral Account pursuant to Section 1.10, shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed PurchaserFinancial Institution and of each Company in a Terminating Financial Institution’s Purchaser Group, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, shall set aside Collections to be effected pursuant used to effect any Aggregate Reduction in accordance with Section 1.3 and (y) shall set aside amounts necessary to pay Obligations due on the Servicer, amounts owing to the Servicer under Section 2.1 next succeeding Settlement Date and (ii) each Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, of any Company in a Terminating Financial Institution’s Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. receipt (b) but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction); provided, however, that if, after giving effect to any such Reinvestment, the Aggregate Capital plus the Adjusted LC Participation Amount would exceed the Purchase Limit then in effect, then the Servicers shall instead set aside and hold in trust for the Agent (for the benefit of the Purchasers), and shall, at the request of the Agent, segregate in a separate account approved by the Agent, a portion of such Collections and Deemed Collections that, together with the other Collections and Deemed Collections set aside pursuant to this paragraph, shall equal the amount necessary to cause the Aggregate Capital plus the Adjusted LC Participation Amount to not exceed such Purchase Limit (determined as if such Collections and Deemed Collections set aside had been applied to reduce the Aggregate Capital at such time), which amount shall be applied in accordance with Section 1.3 as an Aggregate Reduction in respect of Aggregate Capital on the following Settlement Date. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall remit to the Managing Agents’ respective accounts Agent’s or applicable Purchaser’s account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment or applied in respect of an Aggregate Reduction and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid CP Costs, Yield and other Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, of each Company in a Terminating Financial Institution’s Purchaser Group, applied ratably to such Terminating Financial Institution and each Terminating Committed Purchaser such Company according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital Capital, CP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the any Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) Agent’s or applicable Purchaser’s account to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably (ii) shall be deposited into the LC Collateral Account until all amounts required to be deposited to the LC Collateral Amount in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Section 1.10 have been deposited therein, and (iiiii) any balance remaining thereafter shall be remitted from the such Servicer to Seller the Sellers on such Settlement Date. In Such Servicer shall use its reasonable best efforts to remit all deposit amounts to the event thatAgent’s or applicable Purchaser’s account no later than 12:00 noon (Chicago time) on such Settlement Date. Any such amounts not received by Agent or the applicable Purchaser by 1:00 pm (Chicago time) shall be deemed to be received on the next succeeding Business Day. Each Terminating Financial Institution and each Company in such Terminating Financial Institution’s Purchaser Group shall be allocated a ratable portion of Collections from its Termination Date until, with respect to a Terminating Financial Institution, such Terminating Financial Institution’s Capital, if any, shall be paid in full and, with respect to a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the Capital of such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 1.34.6(a)) of such Company or (ii) if there are no Related Financial Institutions with respect to such Company, an Aggregate Reduction is the Capital of such Company shall be paid in full. The applicable ratable portion shall be calculated, with respect to take place on a date other than a Settlement Dateany Terminating Financial Institution or applicable Company, on the date Termination Date of each Terminating Financial Institution or applicable Company as a percentage equal to (i) the Capital of such Terminating Financial Institution or applicable Company outstanding on its Termination Date, divided by (ii) the Aggregate Reduction, Capital outstanding on such Termination Date (the Servicer “Termination Percentage”). Each Terminating Financial Institution’s and applicable Company’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s and each applicable Company’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions and Companies in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed PurchaserFinancial Institution, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, shall set aside Collections to be effected pursuant used to effect any Aggregate Reduction in accordance with Section 1.3 and (y) shall set aside amounts necessary to pay Obligations due on the Servicer, amounts owing to the Servicer under Section 2.1 next succeeding Settlement Date and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. receipt (b) but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent's or applicable Purchaser's account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Agent's or applicable Purchaser's account no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the event thatLiquidity Termination Date that such Terminating Financial Institution did not consent to extend (as to such Terminating Financial Institution, pursuant the "Liquidity Provider Termination Date"), until such Terminating Financial Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Liquidity Provider Termination Date of each Terminating Financial Institution as a percentage equal to Section 1.3, an Aggregate Reduction is to take place (i) Capital of such Terminating Financial Institution outstanding on a date other than a Settlement its Liquidity Provider Termination Date, divided by (ii) the Aggregate Capital outstanding on such Liquidity Provider Termination Date (the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.3.AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Financial Institution and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent's account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment (other than Servicing Fees so long as the conditions set forth in the proviso in Section 2.1(vii) are satisfied) and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital Capital, and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Agent's account no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the event that, date of any assignment by Falcon pursuant to Section 1.3, an Aggregate Reduction is 13.6 (the "Termination Date") until such Terminating Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to take place (i) Capital of such Terminating Financial Institution outstanding on a date other than a Settlement its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the date of such Aggregate Reduction, the Servicer "Termination Percentage"). Each Terminating Financial Institution's Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution's Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at on any time Business Day prior to the Amortization Date, any Collections are received by the Servicer prior to the Amortization Dateafter payment of any Obligations that are then due and owing, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers)Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ Fifth Third Account and the PNC Account each Purchaser’s respective accounts Percentage of the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied ratably to each Terminating Committed Purchaser according to the respective Capital of Obligations. Once such Terminating Committed Purchasers. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Fifth Third Account and the PNC Account no later than 12:00 noon (Chicago New York time) to the extent required to fund the Purchasers’ respective Percentages of any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (ia) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 Financial Institution and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (iib) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Company's account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Company's account no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.3.such

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Financial Institution and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent's account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid CP Costs, Yield and other Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersTerminat ing Financial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital and such CP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Agent's account no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the event that, date of any assignment by Company pursuant to Section 1.3, an Aggregate Reduction is 13.6 (the "Termination Date") until such Terminating Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to take place (i) Capital of such Terminating Financial Institution outstanding on a date other than a Settlement its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the date of such Aggregate Reduction, the Servicer "Termination Percentage"). Each Terminating Financial Institution's Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution's Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the ---------------------------------- Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are ----------- received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Terminat-ing Financial Institution and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each ------------ and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent's account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the ----------- ----- ------ Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, ---- applied ratably to each Terminating Committed Purchaser Financial Institution according to the its ---- respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital and other Obligations shall be ---- reduced to zero, any additional Collections received by the Servicer (i) if -- applicable, shall be remitted to the Managing Agents’ respective accounts Agent's account no later than 12:00 noon 11:00 a.m. -- (Chicago time) to the extent required to fund any Aggregate Reduction on such - Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from - the Servicer to Seller on such Settlement Date. In Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the event that, date of any assignment by Conduit pursuant to Section 1.3, an Aggregate Reduction is 13.6 (the "Termination Date") ---------------- until such Terminating Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to take place (i) Capital of such Terminating Financial Institution outstanding on a date other than a Settlement its Termination Date, divided ------- by (ii) the Aggregate Capital outstanding on such Termination Date (the date of such Aggregate Reduction, the Servicer - "Termination Percentage"). Each Terminating Financial Institution's Termination - Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution's Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.3.2.3. ------------

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be held in trust (although not necessarily segregated) by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Financial Institution and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent's account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Agent's account no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the event thatLiquidity Termination Date that such Terminating Financial Institution did not consent to extend (as to such Terminating Financial Institution, pursuant the "Termination Date") until such Terminating Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to Section 1.3, an Aggregate Reduction is to take place (i) Capital of such Terminating Financial Institution outstanding on a date other than a Settlement its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the date of such Aggregate Reduction, the Servicer "Termination Percentage"). Each Terminating Financial Institution's Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution's Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be held paid to the Agent in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids accordance with this Agreement or for a Reinvestment reinvested as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Financial Institution and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each each, a “"Reinvestment”") with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent's account the amounts set aside since during the immediately preceding Settlement Date calendar week that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid CP Costs, Yield and other Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital Capital, CP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Agent's account no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the event that, date of any assignment by Conduit pursuant to Section 1.3, an Aggregate Reduction is 13.6 (the "Termination Date") until such Terminating Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to take place its Purchaser Interest on a date other than a Settlement such Termination Date (the "Termination Percentage"). Each Terminating Financial Institution's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, on the date of such Aggregate Reductioneach Termination Percentage shall be disregarded, the Servicer and each Terminating Financial Institution's Capital shall remit to the Managing Agents’ respective accounts (be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by such Servicer for the Servicer benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date, (i) the such Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed PurchaserFinancial Institution and of each Company in a Terminating Financial Institution’s Purchaser Group, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, shall set aside Collections to be effected pursuant used to effect any Aggregate Reduction in accordance with Section 1.3 and (y) shall set aside amounts necessary to pay Obligations due on the Servicer, amounts owing to the Servicer under Section 2.1 next succeeding Settlement Date and (ii) each Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, of any Company in a Terminating Financial Institution’s Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. receipt (b) but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall remit to the Managing Agents’ respective accounts Agent’s or applicable Purchaser’s account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid CP Costs, Yield and other Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, of each Company in a Terminating Financial Institution’s Purchaser Group, applied ratably to such Terminating Financial Institution and each Terminating Committed Purchaser such Company according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital Capital, CP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the any Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) Agent’s or applicable Purchaser’s account to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the such Servicer to Seller the Sellers on such Settlement Date. In Such Servicer shall use its reasonable best efforts to remit all deposit amounts in the event thatAgent’s or applicable Purchaser’s account no later than 12:00 noon (Chicago time) on such Settlement Date. Any such amounts not received by Agent or the applicable Purchaser by 1:00 pm (Chicago time) shall be deemed to be received on the next succeeding Business Day. Each Terminating Financial Institution and each Company in such Terminating Financial Institution’s Purchaser Group shall be allocated a ratable portion of Collections from its Termination Date until, with respect to a Terminating Financial Institution, such Terminating Financial Institution’s Capital, if any, shall be paid in full and, with respect to a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the Capital of such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 1.34.6(b)) of such Company or (ii) if there are no Related Financial Institutions with respect to such Company, an Aggregate Reduction is the Capital of such Company shall be paid in full. The applicable ratable portion shall be calculated, with respect to take place on a date other than a Settlement Dateany Terminating Financial Institution or applicable Company, on the date Termination Date of each Terminating Financial Institution or applicable Company as a percentage equal to (i) the Capital of such Terminating Financial Institution or applicable Company outstanding on its Termination Date, divided by (ii) the Aggregate Reduction, Capital outstanding on such Termination Date (the Servicer “Termination Percentage”). Each Terminating Financial Institution’s and applicable Company’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s and each applicable Company’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions and Companies in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the ------------------------------------ Amortization Date, any Collections and/or Deemed Collections received by the Master Servicer shall be set aside and held in trust by the Master Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Master Servicer prior to the Amortization Date, (i) the Master Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Financial Institution and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”"REINVESTMENT") with that portion of the balance of each and every Collection received by the Master Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Master Servicer shall remit to the Managing Agents’ respective accounts Agent's account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid CP Costs, Yield and other Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital Capital, CP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the Master Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Agent's account no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Master Servicer to Seller on such Settlement Date. In Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the event that, date of any assignment by Conduit pursuant to Section 1.3, an Aggregate Reduction is 13.6 (the "TERMINATION DATE") until such Terminating Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to take place (i) Capital of such Terminating Financial Institution outstanding on a date other than a Settlement its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the date of such Aggregate Reduction, the Servicer "TERMINATION PERCENTAGE"). Each Terminating Financial Institution's Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution's Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Financial Institution and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that a portion of the balance of each and every Collection received by the Servicer or Deemed Collection that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent's account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital Capital, and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Agent's account no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the event that, date of any assignment by Company pursuant to Section 1.3, an Aggregate Reduction is 13.6 (the "Termination Date") until such Terminating Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to take place (i) Capital of such Terminating Financial Institution outstanding on a date other than a Settlement its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the date of such Aggregate Reduction, the Servicer "Termination Percentage"). Each Terminating Financial Institution's Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution's Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Financial Institution and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent’s account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Jupiter Costs, Yield and other Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital Capital, Jupiter Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Agent’s account no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In Each Terminating Financial Institution shall, solely to the event thatextent of any Purchaser Interests funded by such Terminating Financial Institution, pursuant be allocated a ratable portion of Collections from the Scheduled Commitment Termination Date of such Financial Institution until such Terminating Financing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Scheduled Commitment Termination Date of each Terminating Financial Institution as a percentage equal to Section 1.3, an Aggregate Reduction is to take place (i) Capital of such Terminating Financial Institution outstanding on a date other than a Settlement its Scheduled Commitment Termination Date, divided by (ii) the Aggregate Capital outstanding on such Scheduled Commitment Termination Date (the date of such Aggregate Reduction, the Servicer “Termination Percentage”). Each Terminating Financial Institution’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be held in trust (although not necessarily segregated) by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Financial Institution and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent's account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Agent's account no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to 3 Seller on such Settlement Date. In Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the event thatLiquidity Termination Date that such Terminating Financial Institution did not consent to extend (as to such Terminating Financial Institution, pursuant the "Termination Date") until such Terminating Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to Section 1.3, an Aggregate Reduction is to take place (i) Capital of such Terminating Financial Institution outstanding on a date other than a Settlement its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the date of such Aggregate Reduction, the Servicer "Termination Percentage"). Each Terminating Financial Institution's Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution's Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the ---------------------------------- Amortization Date, and other than in connection with an Aggregate Reduction, any Collections and/or Deemed Collections received by the Servicer (after the initial purchase of a Purchaser Interest hereunder and on or prior to the Amortization Date of such Purchaser Interest) shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior Unpaids, subject to the Amortization DateServicing procedures set forth in Article VIII, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage and, ------------ upon each such receipt of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipta reinvestment of funds (each, a reinvestment (each a “"Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers"), such that after giving effect to such Reinvestmentapplication of funds, ------------ the amount of Aggregate Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Aggregate Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ ' respective accounts in accordance with the applicable Pro Rata Shares of the related Purchasers, the amounts set aside since during the immediately preceding Settlement Date that have not been applied to pay Yield or subject to a Reinvestment Period and apply such amounts (if not previously paid in accordance with Section 2.1) first, to ----------- reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied ratably to each Terminating Committed Purchaser according to the respective Capital of such Terminating Committed PurchasersObligations. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer shall (i) if applicable, shall be remitted to the Managing Agents’ ' respective accounts in accordance with the applicable Pro Rata Shares of the related Purchasers no later than 12:00 noon (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Financial Institution and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Aggregate Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Aggregate Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent's account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and Obligations, second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to its respective Termination Percentage and third, to reduce Aggregate Capital in an amount, if any necessary, so that the respective Capital aggregate of such Terminating Committed Purchasersthe Purchaser Interests does not exceed the Applicable Maximum Purchaser Interest, applied ratably in accordance with the Pro Rata Shares. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Agent's account no later than 12:00 noon noon. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on Each Terminating Financial Institution shall be allocated a date other than a Settlement Date, on ratable portion of Collections from the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied its becoming a Terminating Financial Institution in accordance with Section 1.312.3 (the "Termination Date") until such Terminating Financial Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to (i) Capital of such Terminating Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the "Termination Percentage"). Each Terminating Financial Institution's Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution's Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Financial Institution and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent’s account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid CP Costs, Yield and other Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital Capital, CP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Agent’s account no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the event that, date of any assignment by Conduit pursuant to Section 1.3, an Aggregate Reduction is 13.6 (the “Termination Date”) until such Terminating Financing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to take place (i) Capital of such Terminating Financial Institution outstanding on a date other than a Settlement its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the date of such Aggregate Reduction, the Servicer “Termination Percentage”). Each Terminating Financial Institution’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment aReinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Financial Institution and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent’s account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Agent’s account no later than 12:00 noon 11:30 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the event that, date of any assignment by Jupiter pursuant to Section 1.3, an Aggregate Reduction is 13.6(the “Termination Date”) until such Terminating Financing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to take place (i) Capital of such Terminating Financial Institution outstanding on a date other than a Settlement its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the date of such Aggregate Reduction, the Servicer “Termination Percentage”). Each Terminating Financial Institution’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment or an Aggregate Reduction as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (as hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Financial Institution and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment of funds (each a “Reinvestment”) with that a portion of the balance of each and every Collection received by the Servicer or Deemed Collection that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Aggregate Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Aggregate Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts in accordance with the applicable Group Pro Rata Share of its Purchase Group, the amounts set aside since during the immediately preceding Settlement Date Accrual Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each such Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Terminating Financial Institution’s Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer shall (i) if applicable, shall be remitted to the Managing Agents’ respective accounts in accordance with the applicable Pro Rata Shares of the related Purchasers no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall thereafter, be remitted from the Servicer to Seller on such Settlement Date. In Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the event that, pursuant date on which it became a Terminating Financial Institution (the “Termination Date”) until such Terminating Financing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to Section 1.3, an Aggregate Reduction is to take place (i) Capital of such Terminating Financial Institution outstanding on a date other than a Settlement its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the date of such Aggregate Reduction, the Servicer “Termination Percentage”). Each Terminating Financial Institution’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued Financial Institution and unpaid Obligations, (C) an amount equal to the Aggregate Reductionits related Conduit(s), if any, (y) Collections to be effected pursuant used to effect any Aggregate Reduction in accordance with Section 1.3 and (yz) amounts necessary to pay Obligations due on the Servicer, amounts owing to the Servicer under Section 2.1 next succeeding Settlement Date and (ii) Seller the Sellers hereby requests and request and, subject to Section 6.2, the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions and their related Conduits, if any) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions and their related Conduits, if any), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt. receipt (b) but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent’s or the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts to be applied in the following order of priority (if not previously paid in accordance with Section 2.1) ): first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and Obligations, second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions and their respective related Conduits (if any), applied ratably to each Terminating Committed Purchaser Financial Institution (and its related Conduit(s), if any) according to the its respective Capital of such Terminating Committed Purchasers. If such Capital and other Obligations shall be reduced to zeroTermination Percentage, any additional Collections received by the Servicer (i) third, if applicable, shall be remitted to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) LC Collateral Account, in each case, to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, the Pro Rata Share of each such Managing Agent’s Purchaser Group and (ii) any balance remaining thereafter shall be remitted from the Servicer balance, if any, to Seller Sellers on such Settlement Date. In , as allocated by the event that, Servicer pursuant to Section 1.3, an Aggregate Reduction is 2.9. Prior to take place on a date other than a Settlement the occurrence of the Amortization Date, each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution Termination Date, until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the date Financial Institution Termination Date of such Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Reduction, Capital outstanding on such Financial Institution Termination Date and (y) the Servicer LC Adjusted Exposure on such Financial Institution Termination Date. Each Terminating Financial Institution’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit deposit to the Managing Agents’ respective accounts Funding Account (and the amounts set aside since Funding Agent shall promptly remit such funds to each applicable Payment Account, for distribution to the immediately applicable Lenders), a portion of the Collections received by it during the preceding Settlement Date that have not been applied Period (after deduction of its Servicing Fee) equal to pay Yield or subject the sum of the following amounts for application to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid the Obligations in the order specified specified: first, to the Funding Agent, the payment of all accrued and unpaid fees under the Funding Agent Fee Letter; provided that the aggregate amount payable pursuant to this clause “first” shall not exceed $200,000 in Section 2.4 and any one calendar year, second, ratably to reduce the Capital payment of all Purchaser Interests of Terminating Committed Purchasersaccrued and unpaid CP Costs, applied Facility Fee and Interest that are then due and owing, third, ratably to each Terminating Committed Purchaser according the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing to any Lender or its Co-Agent, fourth, if required under Section 1.3 or 1.4, to the respective Capital ratable reduction of the outstanding principal of each of the Loans, fifth, to the Exiting Lender Groups (ratably, based on the amount due and owing at such Terminating Committed Purchasers. If such Capital time), for the payment of all Borrower Obligations then due and other Obligations shall be reduced to zero, any additional Collections received owing by the Servicer Borrower to such Exiting Lender Groups; sixth, for the ratable payment of all other unpaid Obligations of Borrower (i) including Prepaid Lender Amounts), if applicableany, that are then due and owing. The balance, if any, shall be remitted paid to Borrower or otherwise in accordance with Borrower’s instructions. Collections applied to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably payment of Obligations of Borrower shall be distributed in accordance with the Pro Rata Share aforementioned provisions, and, giving effect to each of each such Managing Agent’s Purchaser Group and (ii) any balance remaining thereafter the priorities set forth above in this Section 2.2, shall be remitted from shared ratably (within each priority) among the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably applicable payees in accordance with the Pro Rata Share amount of the related Purchaser Group), out such Obligations owing to each of amounts set aside pursuant to Section 2.2(a), an amount equal to them in respect of each such Aggregate Reduction to be applied in accordance with Section 1.3priority.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Financial Institution and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection collections received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) receipt and such amounts shall be remitted from the Servicer to Seller on such date. On each Weekly Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent's account the amounts set aside since during the immediately preceding Settlement Date week that have not been subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1), to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions, applied ratably to pay Yield or each Terminating Financial Institution according to its respective Termination Percentage. If such Capital shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent's account no later than 12:00 noon (Chicago time) to the extent required to fund any Aggregate Unpaids on such Weekly Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Weekly Settlement Date. On each Monthly Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent's account the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid CP Costs, Yield and other Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital Capital, CP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Purchasers' account no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction Unpaids on such Monthly Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Monthly Settlement Date. In Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the event that, date of any assignment by Conduit pursuant to Section 1.3, an Aggregate Reduction is 13.6 (the "Termination Date') until such Terminating Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to take place (i) Capital of such Terminating Financial Institution outstanding on a date other than a Settlement its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the date of such Aggregate Reduction, the Servicer "Termination Percentage"). Each Terminating Financial Institution's Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution's Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit deposit to the Managing Agents’ respective accounts Agent's Account, for distribution to the Lenders, Collections equal to the sum of the following amounts set aside since for application to the immediately preceding Settlement Date that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified specified: first, ratably to the payment of all accrued and unpaid CP Costs, Interest and Broken Funding Costs (if any) then due and owing, second, ratably to the payment of all accrued and unpaid fees under the Fee Letter (if any) then due and owing, third, to the accrued and unpaid Servicing Fee (so long as the Servicer is not PPL Electric or an Affiliate of PPL Electric), fourth, if required under Section 1.3 or Section 1.4, to the ratable reduction of Aggregate Principal, fifth, for the ratable payment of all other unpaid Obligations, if any, then due and owing, and sixth, to the accrued and unpaid Servicing Fee (so long as the Servicer is PPL Electric or an Affiliate of PPL Electric). (b) Provided that (i) each of the conditions precedent set forth in Section 2.4 6.2 are satisfied and second(ii) the Amortization Date has not occurred, any Collections received in excess of the amount necessary to reduce make the Capital payments required under Section 2.2(a) shall, after application in payment for new Receivables or otherwise in payment for obligations of all Purchaser Interests of Terminating Committed Purchasersthe Borrower under this Agreement and the Receivables Sale Agreement, be distributed to Borrower or otherwise in accordance with Borrower's instructions. Collections applied ratably to each Terminating Committed Purchaser according to the respective Capital payment of such Terminating Committed Purchasers. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably distributed in accordance with the Pro Rata Share aforementioned provisions, and, giving effect to each of each such Managing Agent’s Purchaser Group and (ii) any balance remaining thereafter the priorities set forth above in this Section 2.2(a), shall be remitted from shared ratably (within each priority) among the Servicer to Seller on such Settlement Date. In Agent and the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably Lenders in accordance with the Pro Rata Share amount of the related Purchaser Group), out such Obligations owing to each of amounts set aside pursuant to Section 2.2(a), an amount equal to them in respect of each such Aggregate Reduction to be applied in accordance with Section 1.3priority.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate ReductionFinancial Institution, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date (Capital) prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent’s account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, if any, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Agent’s account no later than 12:00 noon (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date (Capital) and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement DateDate (Capital). In Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the event that, date of any assignment by Company pursuant to Section 1.3, an Aggregate Reduction is 12.3 (the “Termination Date”) until such Terminating Financing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to take place (i) Capital of such Terminating Financial Institution outstanding on a date other than a Settlement its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the date of such Aggregate Reduction, the Servicer “Termination Percentage”). Each Terminating Financial Institution’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 PurchaserFinancial Institution and (ii) Seller hereby requests and the applicable Purchaser or Purchasers (other than any Terminating Committed PurchasersPurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersPurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ each Purchaser’sManaging Agent’s respective accounts account its Purchaser Group’s Pro Rata Share of the amounts set aside during the period since the immediately preceding prior Settlement Date that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersPurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser PurchaserFinancial Institution according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ each Purchaser’sManaging Agent’s respective accounts account no later than 12:00 noon (Chicago Chicago1:00 p.m. (New York time) to the extent required to fund any Aggregate Same-Day Reduction on onor Aggregate Standard Reduction notified by Seller for such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on Each Terminating PurchaserFinancial Institution shall be allocated a date other than a Settlement Date, on ratable portion of Collections from the date of its becoming a Terminating PurchaserFinancial Institution (the “Termination Date”) until such Terminating Financing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Purchaser as a percentageFinancial Institution as a Percentage equal to (i) Capital of such Terminating PurchaserFinancial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Reduction, Capital outstanding on such Termination Date (the Servicer “Termination Percentage”). Each Terminating Purchaser’sFinancial Institution’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Purchaser’sFinancial Institution’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all PurchasersFinancial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization --------------------------------- Date, on each day, any Collections and/or Deemed Collections received by the Servicer Seller (net of Estimated Daily Sales Taxes Receivable) shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer Seller prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each each, a “"Reinvestment”") with that portion of the balance of each and every Collection received by the Servicer Seller that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers)Receivable Interest, such that after giving effect to such Reinvestment, the amount of Capital Invested Amount of such Purchaser Receivable Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital Invested Amount immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ Blue Ridge Group's Account and the Blue Keel Group's Account each Group's respective accounts Percentage of the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied ratably to each Terminating Committed Purchaser according to the respective Capital of Obligations. Once such Terminating Committed Purchasers. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Blue Ridge Group's Account and the Blue Keel Group's Account no later than 12:00 noon 11:00 a.m. (Chicago New York time) to the extent required to fund the Groups' respective Percentages of any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at on any time Business Day prior to the Amortization Date, any Collections are received by the Servicer prior to the Amortization Dateafter payment of any Obligations that are then due and owing, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers)Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ VFCC Group’s Account and the Victory Group’s Account each Group’s respective accounts Percentage of the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied ratably to each Terminating Committed Purchaser according to the respective Capital of Obligations. Once such Terminating Committed Purchasers. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts VFCC Group’s Account and the Victory Group’s Account no later than 12:00 noon (Chicago New York time) to the extent required to fund the Groups’ respective Percentages of any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.3.

Collections Prior to Amortization. (a) Prior Subject to the following paragraph (b), prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at 3.2. (b) At any time any Collections or Deemed Collections are received by the Servicer prior to the Amortization Date, : (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Investor Interests of each Terminating Committed PurchaserAlternate Investor, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and and (ii) Seller hereby requests and the Purchasers Investors (other than any Terminating Committed PurchasersAlternate Investors) hereby agree to makemake (subject to the conditions precedent set forth in Section 7.2 and the requirements of Section 3.7), simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection received or Deemed Collected deemed received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers)Investor Interest, such that after giving effect to such Reinvestment, the amount of Aggregate Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Aggregate Capital immediately prior to such receipt. (bc) On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ ' respective accounts the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) 3.1): first, to reduce due but the payment of the Servicer's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if an Affiliate of the Seller is not then acting as the Servicer, second, ratably to the payment of all accrued and unpaid Obligations in Yield, third, ratably to the order specified in Section 2.4 payment of all accrued and secondunpaid fees under the Fee Letter, fourth, to reduce the Capital of all Purchaser Investor Interests of Terminating Committed PurchasersAlternate Investors to zero, applied ratably to each Terminating Committed Purchaser Alternate Investor according to the its respective Termination Percentage, fifth, to reduce Capital of outstanding Investor Interests in an amount, if any, necessary so that the aggregate of the Investor Interests does not exceed the Maximum Investor Interest applied ratably in accordance with the Capital Pro Rata Share of the Investors of each such Terminating Committed Purchasers. If such Capital and Managing Agent's Purchaser Group, sixth, for the ratable payment of all other Obligations shall be reduced to zerounpaid Obligations, any additional Collections received by the Servicer (i) if applicableseventh, shall be remitted to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, Date applied ratably in accordance with the Capital Pro Rata Share of the Investors of each such Managing Agent’s 's Purchaser Group Group, and (ii) eighth, any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.32.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ ' respective accounts (ratably in accordance with the Capital Pro Rata Share Shares of the related Investors in each such Managing Agent's Purchaser Group), out of the amounts set aside pursuant to this Section 2.2(a)3.2, an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the ---------------------------------- Amortization Date, the Purchaser Interest Percentage of any Collections and/or Deemed Collections received by the Servicer (after the initial purchase of a Purchaser Interest hereunder and on or prior to the Amortization Date) shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids Unpaids, or for a Reinvestment or an Aggregate Reduction as provided in this Section 2.2. If at any time any Upon each such receipt of the Purchaser Interest ----------- Percentage of Collections are received by the Servicer prior to the Amortization DateServicer, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed 3 Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Financial Institution and (ii) the Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment of funds (each each, a “"Reinvestment”") with that a ------------ portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestmentapplication of funds, the amount of Aggregate Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Aggregate Capital immediately prior to such receipt. . On each CP Yield Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents' respective accounts in accordance with the amount of Yield owed to each of the Conduits for the preceding Accrual Period, the amounts set aside during the preceding Accrual Period that have not been subject to a Reinvestment and apply such amounts (bif not previously paid in accordance with Section 2.1) to pay Yield accrued ----------- pursuant to Section 3.1 on the Purchaser Interests of each Conduit during such ----------- Accrual Period. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ ' respective accounts in accordance with the applicable Conduit Percentage of its Purchase Group, the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment or applied to the making of an Aggregate Reduction or applied to the payment of Yield pursuant to Section 3.1 on a CP ----------- Yield Settlement Date and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 Obligations, and second, to ----------- ----- ------ reduce the Capital capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions (including any Conduit treated as a Terminating Financial Institution pursuant to Section 12.5), applied ratably to each such Terminating Committed Purchaser Financial Institution ------------ according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Terminating Financial Institution's Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer shall (i) if applicable, shall be remitted to the Managing Agents’ ' respective accounts in accordance with the applicable Pro Rata Shares of the related Purchasers no later than 12:00 noon (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate ----------- Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ ' respective accounts (ratably in accordance with the Pro Rata Share of Capital held by the related Purchaser Purchasers in each such Managing Agent's Purchase Group), out of the amounts set aside pursuant to this Section 2.2(a)2.2, an amount equal to such Aggregate Reduction ----------- to be applied in accordance with Section 1.3.. Each Terminating Financial ----------- Institution shall be allocated a ratable portion of Collections from the date of its becoming a Terminating Financial Institution (the "Termination Date") until ---------------- such Terminating Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to (i) Capital of such Terminating Financial Institution outstanding on its Termination Date, divided by (ii) the ------- -- Aggregate Capital outstanding on such Termination Date (the "Termination ----------- Percentage"). Each Terminating Financial Institution's Termination Percentage ---------- shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution's Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3. -----------

Collections Prior to Amortization. (a) Prior to the Amortization Facility Termination Date, any Deemed Collections and/or Deemed received by the Servicer and any other Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids Obligations or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Facility Termination Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller Borrower hereby requests and the Purchasers (other than any Terminating Committed Purchasers) Blue Ridge hereby agree to makeagrees, simultaneously with such receipt, that such funds be reinvested by Borrower in the purchase of additional Eligible Receivables (each, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be Aggregate Principal is less than or equal to the amount of Capital immediately prior to such receiptBorrowing Limit. (b) On each Settlement Date prior to the occurrence of the Amortization Facility Termination Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent's Account, for distribution to the Lenders, from the amounts set aside since during the immediately preceding Settlement Date that have not been applied Period a portion of the Collections equal to pay Yield or subject the sum of the following amounts for application to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid the Obligations in the order specified in Section 2.4 specified: first, ratably to the payment of all accrued and unpaid CP Costs, Interest and Broken Funding Costs (if any) that are then due and owing, second, ratably to reduce the Capital payment of all Purchaser Interests of Terminating Committed Purchasersaccrued and unpaid fees under the Fee Letter (if any) that are then due and owing, applied ratably to each Terminating Committed Purchaser according third, to the respective Capital accrued and unpaid Servicing Fee (so long as the Servicer is not A.T. Massey or an Affiliate of such Terminating Committed PurchasersA.T. Massey), fourth, if r▇▇▇▇▇▇d under Section 1.3 or 1.▇, ▇▇ the ratable reduction of Aggregate Principal, fifth, for the ratable payment of all other unpaid Obligations, if any, that are then due and owing, sixth, to the accrued and unpaid Servicing Fee (so long as the Servicer is A.T. Massey or an Affiliate of A.T. Massey), and seventh, ▇▇▇ ▇alance, if any, to Borrow▇▇ ▇▇ otherwise in accordance with Borrower's instructions. If such Capital and other Collections applied to the payment of Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably distributed in accordance with the Pro Rata Share aforementioned provisions, and, giving effect to each of each such Managing Agent’s Purchaser Group and (ii) any balance remaining thereafter the priorities set forth above in this Section 2.2(a), shall be remitted from shared ratably (within each priority) among the Servicer to Seller on such Settlement Date. In Agent and the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably Lenders in accordance with the Pro Rata Share amount of the related Purchaser Group), out such Obligations owing to each of amounts set aside pursuant to Section 2.2(a), an amount equal to them in respect of each such Aggregate Reduction to be applied in accordance with Section 1.3priority.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Financial Institution and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent's account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Agent's account no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the event that, date of any assignment by Jupiter pursuant to Section 1.3, an Aggregate Reduction is 13.6 (the "Termination Date") until such Terminating Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to take place (i) Capital of such Terminating Financial Institution outstanding on a date other than a Settlement its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the date of such Aggregate Reduction, the Servicer "Termination Percentage"). Each Terminating Financial Institution's Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution's Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Financial Institution and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent’s account the amounts set aside since during the immediately preceding Settlement Date Table of Contents Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid CP Costs, Yield and other Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital Capital, CP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Agent’s account no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the event that, date of any assignment by Company pursuant to Section 1.3, an Aggregate Reduction is 13.6 (the “Termination Date”) until such Terminating Financing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to take place (i) Capital of such Terminating Financial Institution outstanding on a date other than a Settlement its Termination Date, dividedby (ii) the Aggregate Capital outstanding on such Termination Date (the date of such Aggregate Reduction, the Servicer “Termination Percentage”). Each Terminating Financial Institution’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. Demand for Payment of -------------------------------------------------------- Certain Demand Advances. ----------------------- (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit deposit to the Managing Agents’ respective accounts Agent's Account, for distribution to the amounts set aside since Lenders, a portion of the immediately Collections received by it during the preceding Settlement Date that have not been applied Period (after deduction of its Servicing Fee) equal to pay Yield or subject the sum of the following amounts for application to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid the Obligations in the order specified in Section 2.4 specified: first, ratably to the payment of all invoiced accrued and unpaid CP Costs, Interest and Broken Funding Costs (if any) that are then due and owing, second, ratably to reduce the Capital payment of all Purchaser Interests of Terminating Committed Purchasersaccrued and unpaid fees under the Fee Letter (if any) that are then due and owing, applied ratably to each Terminating Committed Purchaser according third, if required under Section 1.3 or 1.4, to the respective Capital ratable reduction of such Terminating Committed PurchasersAggregate Principal, and fourth, for the ratable payment of all other unpaid Obligations, if any, that are then due and owing. If such Capital and other The balance, if any, shall be transferred to Borrower or otherwise in accordance with Borrower's instructions. Collections applied to the payment of Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably distributed in accordance with the Pro Rata Share aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.2(a), shall be shared ratably (within each priority) among the Agent and the Lenders in accordance with the amount of such Obligations owing to each of them in respect of each such Managing Agent’s Purchaser Group priority. (b) If the Collections are insufficient to pay the Servicing Fee and the Obligations specified above on any Settlement Date, Borrower shall make demand upon Mohawk Resources for repayment of any outstanding Demand Advances in an aggregate amount equal to the lesser of (i) the amount of such shortfall in Collections, and (ii) any the aggregate outstanding principal balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group)Demand Advances, out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied in accordance together with Section 1.3all accrued and unpaid interest thereon.

Collections Prior to Amortization. (a) Prior to the Amortization Date, but subject to the Intercreditor Agreement, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate SLOT Unpaids or hereunder and “Aggregate Unpaids” under (and as defined in) the First Lien Receivables Purchase Agreement, for a Reinvestment as provided in this Section 2.22.2 and under the First Lien Receivables Purchase Agreement or to reduce the Aggregate SLOT Capital outstanding in accordance with Section 1.3 hereunder and under the First Lien Receivables Purchase Agreement. If at any time any Collections are received by the Servicer prior to the Amortization Date, : (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage amount of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate ReductionCollections, if any, required to be effected set aside pursuant to Section 1.3 and (y) the Servicer, amounts owing to terms of the Servicer under Section 2.1 First Lien Receivables Purchase Agreement and (ii) Seller hereby requests requests, and the Purchasers (other than any Terminating Committed Purchasers) SLOT Purchaser is hereby agree deemed to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”") with that portion of the balance its share of each and every remaining Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasersremaining Collections set aside to reduce the Aggregate SLOT Capital outstanding in accordance with Section 1.3), such that after giving effect to such Reinvestment, the amount of Aggregate SLOT Capital of such Purchaser Interest outstanding immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Aggregate SLOT Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts apply the amounts set aside during the period since the immediately preceding prior Settlement Date that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously or used for an Aggregate SLOT Reduction pursuant to Section 1.3 or pursuant to the First Lien Receivables Purchase Agreement, as set forth in Section 4.1(a) of the Intercreditor Agreement. Amounts paid to the SLOT Agent in accordance with Section 2.14.1(a) first, to reduce due but unpaid Obligations in of the order specified in Section 2.4 and second, Intercreditor Agreement shall be allocated by the SLOT Agent to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied ratably to each Terminating Committed Purchaser according to Aggregate SLOT Unpaids as provided in the respective Capital of such Terminating Committed PurchasersIntercreditor Agreement. If such Capital Aggregate SLOT Capital, Yield and other Recourse Obligations under this Agreement shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Financial Institution and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the theeach Managing Agents’ Agent’s respective accounts account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the theeach Managing Agents’ Agent’s respective accounts account no later than 12:00 noon (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on Each Terminating Financial Institution shall be allocated a date other than a Settlement Date, on ratable portion of Collections from the date of its becoming a Terminating Financial Institution (the “Termination Date”) until such Terminating Financing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to (i) Capital of such Terminating Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Reduction, Capital outstanding on such Termination Date (the Servicer “Termination Percentage”). Each Terminating Financial Institution’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Purchaser and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts the amounts set aside since the immediately preceding Settlement Date that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied ratably to each Terminating Committed Purchaser according to the respective Capital of such Terminating Committed Purchasers. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued Financial Institution and unpaid Obligations, (C) an amount equal to the Aggregate Reductionits related Conduit(s), if any, (y) Collections to be effected pursuant used to effect any Aggregate Reduction in accordance with Section 1.3 and (yz) amounts necessary to pay Obligations due on the Servicer, amounts owing to the Servicer under Section 2.1 next succeeding Settlement Date and (ii) Seller the Sellers hereby requests and request and, subject to Section 6.2, the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions and their related Conduits, if any) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions and their related Conduits, if any), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt. receipt (b) but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent’s or the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts to be applied in the following order of priority (if not previously paid in accordance with Section 2.1) ): first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and Obligations, 81 2307655.04B-NYCSR03A - MSW 1751912986.21751912986 07130679 second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions and their respective related Conduits (if any), applied ratably to each Terminating Committed Purchaser Financial Institution (and its related Conduit(s), if any) according to the its respective Capital of such Terminating Committed Purchasers. If such Capital and other Obligations shall be reduced to zeroTermination Percentage, any additional Collections received by the Servicer (i) third, if applicable, shall be remitted to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) LC Collateral Account, in each case, to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, the Pro Rata Share of each such Managing Agent’s Purchaser Group and (ii) any balance remaining thereafter shall be remitted from the Servicer balance, if any, to Seller Sellers on such Settlement Date. In , as allocated by the event that, Servicer pursuant to Section 1.3, an Aggregate Reduction is 2.9. Prior to take place on a date other than a Settlement the occurrence of the Amortization Date, each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution Termination Date, until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the date Financial Institution Termination Date of such Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Reduction, Capital outstanding on such Financial Institution Termination Date and (y) the Servicer LC Adjusted Exposure on such Financial Institution Termination Date. Each Terminating Financial Institution’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit deposit to the Managing Agents’ respective accounts applicable Co-Agent Account, for distribution to the applicable Secured Parties in each Lender Group, a portion of the Collections received by it during the preceding Calculation Period (after deduction of its Servicing Fee) equal to the sum of the following amounts set aside since for application to the immediately preceding Settlement Date that have not been applied Obligations in the order specified: first, ratably to pay Yield or subject to a Reinvestment the payment of all accrued and apply such amounts unpaid CP Costs, Interest and Broken Funding Costs (if not previously paid in accordance with any) that are then due and owing; second, ratably to the payment of all unpaid fees accrued during the most recently ended Calculation Period under the Fee Letter (if any) that are then due and owing to the applicable Conduit or its Co-Agent; third, if required under Section 2.11.3 or 1.4, (i) first, to reduce due but the ratable reduction of the Aggregate Principal (ratably among the Lenders based upon the outstanding principal balances of their respective Loans) and (ii) second, into the LC Collateral Account for the benefit of the LC Bank and the LC Participants (it being understood and agreed that any amount so distributed to the LC Collateral Account shall be deposited directly therein, rather than to the applicable Co-Agent Account); and fourth, for the ratable payment of all other unpaid Obligations in the order specified in Section 2.4 of Borrowers, if any, that are then due and secondowing. The balance, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied ratably to each Terminating Committed Purchaser according to the respective Capital of such Terminating Committed Purchasers. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicableany, shall be remitted paid to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) to the extent required to fund any Aggregate Reduction Collection Agent, on such Settlement Datebehalf of Borrowers, applied ratably or otherwise in accordance with the Pro Rata Share of each such Managing Collection Agent’s Purchaser Group and (ii) any balance remaining thereafter instructions. Collections applied to the payment of Obligations of Borrowers shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably distributed in accordance with the Pro Rata Share aforementioned provisions, and, giving effect to each of the related Purchaser Group)priorities set forth above in this Section 2.2, out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to shall be applied shared ratably (within each priority) among the applicable Secured Parties in its Lender Group in accordance with Section 1.3the amount of such Obligations owing to each of them in respect of each such priority.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall will be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall will set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to Financial Institution in the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Falcon Group and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions in the Falcon Group) hereby agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest in which such Purchaser has an interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions in the Falcon Group), such that after giving effect to such Reinvestment, the amount of Capital of each such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall will be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall will remit to the Managing Agents’ Falcon Agent’s and Fifth Third’s respective accounts the amounts set aside since for each Group during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 owing to such Group and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions in the Falcon Group, applied ratably to each Terminating Committed Purchaser Financial Institution in the Falcon Group according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital and other Obligations shall will be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall will be remitted to the Managing Agents’ Falcon Agent’s and Fifth Third’s respective accounts no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund their respective Percentages of any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall will be remitted from the Servicer to Seller on such Settlement Date. In Each Terminating Financial Institution in the event that, Falcon Group will be allocated a ratable portion of the Falcon Group’s Percentage of Collections from the date of any assignment by Falcon pursuant to Section 1.3, an Aggregate Reduction is 13.6 (the “Termination Date”) until such Terminating Financing Institution’s Capital will be paid in full. This ratable portion will be calculated on the Termination Date of each Terminating Financial Institution in the Falcon Group as a percentage equal to take place (i) Capital of such Terminating Financial Institution outstanding on a date other than a Settlement its Termination Date, divided by (ii) the aggregate Capital outstanding from the Falcon Group on such Termination Date (the date of such Aggregate Reduction, the Servicer shall remit “Termination Percentage”). Each Terminating Financial Institution’s Termination Percentage will remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage will be disregarded, and each Terminating Financial Institution’s Capital will be reduced ratably with all Financial Institutions in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied Falcon Group in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued Financial Institution and unpaid Obligations, (C) an amount equal to the Aggregate Reductionits related Conduit(s), if any, (y) Collections to be effected pursuant used to effect any Aggregate Reduction in accordance with Section 1.3 and (yz) amounts necessary to pay Obligations due on the Servicer, amounts owing to the Servicer under Section 2.1 next succeeding Settlement Date and (ii) Seller hereby requests and and, subject to Section 6.2, the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions and their related Conduits, if any) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions and their related Conduits, if any), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest and the LC Adjusted Exposure, in each case, immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital and the LC Adjusted Exposure, in each case, immediately prior to such receipt. receipt (b) but giving effect to any reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent’s or the applicable Purchaser’s account (or, in the case of any amount to be applied in reduction of the LC Adjusted Exposure, to the LC Collateral Account), no later than 12:00 noon (New York time), the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts to be applied in the following order of priority (if not previously paid in accordance with Section 2.1) ): first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and Obligations, second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions and their respective related Conduits (if any), applied ratably to each Terminating Committed Purchaser Financial Institution (and its related Conduit(s), if any) according to the its respective Capital of such Terminating Committed Purchasers. If such Capital and other Obligations shall be reduced to zeroTermination Percentage, any additional Collections received by the Servicer (i) third, if applicable, shall be remitted to ratably reduce the Aggregate Capital of all Purchasers (other than any Terminating Financial Institutions) and/or to reduce the LC Adjusted Exposure by deposit of funds to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) LC Collateral Account, in each case, to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably Date in accordance with Section 1.3 or 2.6, as applicable, and fourth, the Pro Rata Share of each such Managing Agent’s Purchaser Group and (ii) any balance remaining thereafter shall be remitted from the Servicer balance, if any, to Seller on such Settlement Date. In Prior to the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement occurrence of the Amortization Date, each Terminating Financial Institution (and its related Conduit(s), if any) shall be allocated a ratable portion of Collections received from and after the applicable Financial Institution Termination Date, until such Terminating Financial Institution’s and its related Conduit(s)’s (if any) Capital shall be paid in full. This ratable portion shall be calculated on the date Financial Institution Termination Date of such Terminating Financial Institution as a percentage (the “Termination Percentage”) equal to (i) Capital of such Terminating Financial Institution outstanding on its Financial Institution Termination Date, divided by (ii) the sum of (x) the Aggregate Reduction, Capital outstanding on such Financial Institution Termination Date and (y) the Servicer LC Adjusted Exposure on such Financial Institution Termination Date. Each Terminating Financial Institution’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by such Servicer for the Servicer benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers)Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. receipt (b) but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall remit to the Managing Agents’ respective accounts Agent’s or applicable Purchaser’s account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 CP Costs, Yield and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied ratably to each Terminating Committed Purchaser according to the respective Capital of such Terminating Committed Purchasersother Obligations. If such Capital Capital, CP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the any Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) Agent’s or applicable Purchaser’s account to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the such Servicer to Seller the Sellers on such Settlement Date. In Such Servicer shall use its reasonable best efforts to remit all deposit amounts in the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place Agent’s or applicable Purchaser’s account no later than 12:00 noon (Chicago time) on a date other than a such Settlement Date, . Any such amounts not received by Agent or the applicable Purchaser by 1:00 pm (Chicago time) shall be deemed to be received on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.3next succeeding Business Day.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at on any time Business Day prior to the Amortization Date, any Collections are received by the Servicer prior to the Amortization Dateafter payment of any Obligations that are then due and owing, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers)Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ Santander Account and the PNC Account each Purchaser’s respective accounts Percentage of the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied ratably to each Terminating Committed Purchaser according to the respective Capital of Obligations. Once such Terminating Committed Purchasers. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Santander Account and the PNC Account no later than 12:00 noon (Chicago New York time) to the extent required to fund the Purchasers’ respective Percentages of any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Financial Institution and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent's account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Agent's account no later than 12:00 noon (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section SECTION 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Purchaser and (ii) the Seller hereby requests and the Purchasers (other than any Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”"REINVESTMENT") with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, (a) prior to the Control Date, the Servicer shall remit to each Managing Agent's account such Managing Agent's portion (taking into account the Obligations owing to the Purchasers within such Managing Agent's Related Group and any payments to be made to any Terminating Committed Purchaser within such Managing Agent's Related Group pursuant to clause (c) of this sentence) of the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment, (b) on and after the Control Date, the Servicer shall remit to the Managing Agents’ respective accounts Collateral Agent's account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment Reinvestment, and (c) each Managing Agent, or the Collateral Agent, as applicable,) shall apply such amounts (if not previously paid in accordance with Section SECTION 2.1) firstFIRST, to reduce due but unpaid Obligations owing to the Purchasers in the order specified in Section 2.4 such Related Group and secondSECOND, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersPurchasers in such Related Group, applied ratably to each Terminating Committed Purchaser according to its respective Termination Percentage, provided, that no such Capital reduction shall be made until all of the respective Capital of such Terminating Committed PurchasersObligations owing to the Purchasers in each Related Group have been paid. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts no later than 12:00 noon Agents (Chicago time) to or, following the extent required to fund any Aggregate Reduction on such Settlement Control Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.3.the

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Non-Renewing Purchaser and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Non-Renewing Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Non-Renewing Purchasers), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. The making of any Reinvestment is subject to the conditions set forth in Section 6.2 hereof. If the conditions to any Reinvestment cannot be satisfied on any day prior to the Amortization Date, Collections received by the Servicer on such day shall be applied to the extent required in accordance with Section 2.4. (b) On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit transfer to the each Managing Agents’ respective accounts Agent’s account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in owing to the order specified in Section 2.4 members of such Managing Agent’s Purchaser Group and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied ratably to each Terminating Committed Purchaser according to the respective Capital of such Terminating Committed Non-Renewing Purchasers. If such unpaid Obligations and such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted transferred to the each Managing Agents’ respective accounts Agent’s account no later than 12:00 noon (Chicago New York City time) to the extent required to fund the amount of any Aggregate Reduction on such Settlement Date, applied ratably payable to the Purchasers in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group on such Settlement Date and (ii) any balance remaining thereafter shall be remitted transferred from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on . (c) Each Non-Renewing Purchaser shall be allocated a date other than a Settlement Date, on ratable portion of Collections from the date of expiration of the Commitments of the Financial Institutions in its Purchaser Group (the “Termination Date”) until such Non-Renewing Purchaser’s Capital shall be repaid in full. This ratable portion shall be calculated on the Termination Date of each Non-Renewing Purchaser as a percentage equal to (i) the Capital of such Non-Renewing Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Reduction, Capital outstanding on such Termination Date (the Servicer “Termination Percentage”). Each Non-Renewing Purchaser’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts Amortization Date. On and after the Amortization Date (ratably in accordance with and on any date when the Pro Rata Share of the related Purchaser Groupconditions to any Reinvestment cannot be satisfied), out of amounts set aside pursuant to Section 2.2(a)each Termination Percentage shall be disregarded, an amount equal to such Aggregate Reduction to and each Non-Renewing Purchaser’s Capital shall be applied reduced ratably with all Purchasers in accordance with Section 1.32.4.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by such Servicer for the Servicer benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date, (i) the such Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed PurchaserFinancial Institution and of each Company in a Terminating Financial Institution’s Purchaser Group, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, shall set aside Collections to be effected pursuant used to effect any Aggregate Reduction in accordance with Section 1.3 and (y) shall set aside amounts necessary to pay Obligations due on the Servicer, amounts owing to the Servicer under Section 2.1 next succeeding Settlement Date and (ii) each Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions and, to the extent AMENDMENT NO. 7 TO FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION OF PERFORMANCE UNDERTAKING applicable, any Company in a Terminating Financial Institution’s Purchaser Group) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, of any Company in a Terminating Financial Institution’s Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. receipt (b) but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall remit to the Managing Agents’ respective accounts Agent’s or applicable Purchaser’s account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid CP Costs, Yield and other Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, of each Company in a Terminating Financial Institution’s Purchaser Group, applied ratably to such Terminating Financial Institution and each Terminating Committed Purchaser such Company according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital Capital, CP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the any Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) Agent’s or applicable Purchaser’s account to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the such Servicer to Seller the Sellers on such Settlement Date. In Such Servicer shall use its reasonable best efforts to remit all deposit amounts to the event thatAgent’s or applicable Purchaser’s account no later than 12:00 noon (Chicago time) on such Settlement Date. Any such amounts not received by Agent or the applicable Purchaser by 1:00 pm (Chicago time) shall be deemed to be received on the next succeeding Business Day. Each Terminating Financial Institution and each Company in such Terminating Financial Institution’s Purchaser Group shall be allocated a ratable portion of Collections from its Termination Date until, with respect to a Terminating Financial Institution, such Terminating Financial Institution’s Capital, if any, shall be paid in full and, with respect to a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the Capital of such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 1.34.6(a)) of such Company or (ii) if there are no Related Financial Institutions with respect to such Company, an Aggregate Reduction is the Capital of such Company shall be paid in full. The applicable ratable portion shall be calculated, with respect to take place on a date other than a Settlement Dateany Terminating Financial Institution or applicable Company, on the date Termination Date of each Terminating Financial Institution or applicable Company as a percentage equal to (i) the Capital of such Terminating Financial Institution or applicable Company outstanding on its Termination Date, divided by (ii) the Aggregate Reduction, Capital outstanding on such Termination Date (the Servicer “Termination Percentage”). Each Terminating Financial Institution’s and AMENDMENT NO. 7 TO FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION OF PERFORMANCE UNDERTAKING applicable Company’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s and each applicable Company’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions and Companies in accordance with Section 1.32.3. (f) Section 2.4 of the Receivables Purchase Agreement is hereby amended by deleting in its entirety the phrase “and the Term-out Period Advances” where such phrase appears at the end of the fourth paragraph of such section. (g) Section 2.8 of the Receivables Purchase Agreement is hereby amended by deleting such section in its entirety. (h) Section 3.1 of the Receivables Purchase Agreement is hereby amended by deleting in its entirety the phrase “the CL Company and each Purchaser Interest of” where such phrase appears in the third sentence of such section. (i) Section 3.2 of the Receivables Purchase Agreement is hereby amended by amending and restating such section in its entirety to read as follows:

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by such Servicer for the Servicer benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids Unpaids, for deposit into the LC Collateral Account or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date, (i) such Servicer shall deposit any amounts required to be deposited by its related Seller or Sellers to the Servicer LC Collateral Account pursuant to Section 1.10, shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed PurchaserFinancial Institution and of each Company in a Terminating Financial Institution’s Purchaser Group, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, shall set aside Collections to be effected pursuant used to effect any Aggregate Reduction in accordance with Section 1.3 and (y) shall set aside amounts necessary to pay Obligations due on the Servicer, amounts owing to the Servicer under Section 2.1 next succeeding Settlement Date and (ii) each Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, of any Company in a Terminating Financial Institution’s Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. receipt (b) On each Settlement Date prior but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction); provided, however, that if, after giving effect to any such Reinvestment, the occurrence Aggregate Capital plus the Adjusted LC Participation Amount would exceed the Purchase Limit then in effect, then the Servicers shall instead set aside and hold in trust for the Agent (for the benefit of the Amortization DatePurchasers), and shall, at the Servicer shall remit to request of the Managing Agents’ respective accounts Agent, segregate in a separate account approved by the amounts set aside since the immediately preceding Settlement Date that have not been applied to pay Yield or subject to Agent, a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied ratably to each Terminating Committed Purchaser according to the respective Capital portion of such Terminating Committed Purchasers. If such Capital Collections and other Obligations shall be reduced to zeroDeemed Collections that, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance together with the Pro Rata Share of each such Managing Agent’s Purchaser Group other Collections and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts Deemed Collections set aside pursuant to Section 2.2(athis paragraph, shall equal the amount necessary to cause the Aggregate Capital plus the Adjusted LC Participation Amount to not exceed such Purchase Limit (determined as if such Collections and Deemed Collections set aside had been applied to reduce the Aggregate Capital at such time), an which amount equal to such Aggregate Reduction to shall be applied in accordance with Section 1.3.1.3 as an Aggregate Reduction in respect of Aggregate Capital on the following

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Financial Institution and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the each Managing Agents’ Agent’s respective accounts account the amounts set aside during the period since the immediately preceding prior Settlement Date that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the each Managing Agents’ Agent’s respective accounts account no later than 12:00 noon (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on Each Terminating Financial Institution shall be allocated a date other than a Settlement Date, on ratable portion of Collections from the date of its becoming a Terminating Financial Institution (the “Termination Date”) until such Terminating Financing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to (i) Capital of such Terminating Financial Institution outstanding on its Termination Date, divided by (ii) the Aggregate Reduction, Capital outstanding on such Termination Date (the Servicer “Termination Percentage”). Each Terminating Financial Institution’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts the amounts set aside since the immediately preceding Settlement Date that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied ratably to each Terminating Committed Purchaser according to the respective Capital of such Terminating Committed Purchasers. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Financial Institution and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent's account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Recourse Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital and other Recourse Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Agent's account no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the event that, date of any assignment by Conduit pursuant to Section 1.3, an Aggregate Reduction is 13.6 (the "Termination Date") until such Terminating Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to take place (i) Capital of such Terminating Financial Institution outstanding on a date other than a Settlement its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the date of such Aggregate Reduction, the Servicer "Termination Percentage"). Each Terminating Financial Institution's Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution's Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by the such Servicer for the benefit of the Agent and the Purchasers for the FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date, (i) such Servicer shall deposit any amounts required to be deposited by its related Seller or Sellers to the Servicer LC Collateral Account pursuant to Section 1.10, shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed PurchaserFinancial Institution and of each Company in a Terminating Financial Institution’s Purchaser Group, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, shall set aside Collections to be effected pursuant used to effect any Aggregate Reduction in accordance with Section 1.3 and (y) shall set aside amounts necessary to pay Obligations due on the Servicer, amounts owing to the Servicer under Section 2.1 next succeeding Settlement Date and (ii) each Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, of any Company in a Terminating Financial Institution’s Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. receipt (b) but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction)); provided, however, that if, after giving effect to any such Reinvestment, the Aggregate Capital plus the Adjusted LC Participation Amount would exceed the Purchase Limit then in effect, then the Servicers shall instead set aside and hold in trust for the Agent (for the benefit of the Purchasers), and shall, at the request of the Agent, segregate in a separate account approved by the Agent, a portion of such Collections and Deemed Collections that, together with the other Collections and Deemed Collections set aside pursuant to this paragraph, shall equal the amount necessary to cause the Aggregate Capital plus the Adjusted LC Participation Amount to not exceed such Purchase Limit (determined as if such Collections and Deemed Collections set aside had been applied to reduce the Aggregate Capital at such time), which amount shall be applied in accordance with Section 1.3 as an Aggregate Reduction in respect of Aggregate Capital on the following Settlement Date. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall remit to the Managing Agents’ respective accounts Agent’s or applicable Purchaser’s account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment or applied in respect of an Aggregate Reduction and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid CP Costs, Yield and other Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, of each Company in a Terminating Financial Institution’s Purchaser Group, applied ratably to such Terminating Financial Institution and each Terminating Committed Purchaser such Company according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital Capital, CP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the any Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) Agent’s or applicable Purchaser’s account to the extent required to fund any Aggregate Reduction on such Settlement DateDate and, applied ratably (ii) shall be FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT deposited into the LC Collateral Account until all amounts required to be deposited to the LC Collateral Amount in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Section 1.10 have been deposited therein, and (iiiii) any balance remaining thereafter shall be remitted from the such Servicer to Seller the Sellers on such Settlement Date. In Such Servicer shall use its reasonable best efforts to remit all deposit amounts to the event thatAgent’s or applicable Purchaser’s account no later than 12:00 noon (Chicago time) on such Settlement Date. Any such amounts not received by Agent or the applicable Purchaser by 1:00 pm (Chicago time) shall be deemed to be received on the next succeeding Business Day. Each Terminating Financial Institution and each Company in such Terminating Financial Institution’s Purchaser Group shall be allocated a ratable portion of Collections from its Termination Date until, with respect to a Terminating Financial Institution, such Terminating Financial Institution’s Capital, if any, shall be paid in full and, with respect to a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the Capital of such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 1.34.6(a)) of such Company or (ii) if there are no Related Financial Institutions with respect to such Company, an Aggregate Reduction is the Capital of such Company shall be paid in full. The applicable ratable portion shall be calculated, with respect to take place on a date other than a Settlement Dateany Terminating Financial Institution or applicable Company, on the date Termination Date of each Terminating Financial Institution or applicable Company as a percentage equal to (i) the Capital of such Terminating Financial Institution or applicable Company outstanding on its Termination Date, divided by (ii) the Aggregate Reduction, Capital outstanding on such Termination Date (the Servicer “Termination Percentage”). Each Terminating Financial Institution’s and applicable Company’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s and each applicable Company’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions and Companies in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Financial Institution and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent's account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Agent's account no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the event that, date of any assignment by Falcon pursuant to Section 1.3, an Aggregate Reduction is 13.6 (the "Termination Date") until such Terminating Financing Institution's Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to take place (i) Capital of such Terminating Financial Institution outstanding on a date other than a Settlement its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the date of such Aggregate Reduction, the Servicer "Termination Percentage"). Each Terminating Financial Institution's Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution's Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by such Servicer for the Servicer benefit of the Secured Parties for the payment of any accrued and unpaid Aggregate Unpaids Unpaids, for deposit into the LC Collateral Account or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date, (i) such Servicer shall deposit any amounts required to be deposited by its related Seller or Sellers to the Servicer LC Collateral Account pursuant to Section 1.10, shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed PurchaserFinancial Institution and of each Company in a Terminating Financial Institution’s Purchaser Group, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, shall set aside Collections to be effected pursuant used to effect any Aggregate Reduction in accordance with Section 1.3 and (y) shall set aside amounts necessary to pay Obligations due on the Servicer, amounts owing to the Servicer under Section 2.1 next succeeding Settlement Date and (ii) subject to Sections 8.4 and 8.5(b), each Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, of any Company in a Terminating Financial Institution’s Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. receipt (b) On but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction); provided, however, that if, after giving effect to any such Reinvestment, the Aggregate Capital plus the Adjusted LC Participation Amount would exceed the Purchase Limit then in effect, then the Servicers shall instead set aside and hold in trust for the Agent (for the benefit of the Purchasers), and shall, at the request of the Agent, segregate in a separate account approved by the Agent, a portion of such Collections and Deemed Collections that, together with the other Collections and Deemed Collections set aside pursuant to this paragraph, shall equal the amount necessary to cause the Aggregate Capital plus the Adjusted LC Participation Amount to not exceed such Purchase Limit (determined as if such Collections and Deemed Collections set aside had been applied to reduce the Aggregate Capital at such time), which amount shall be applied in accordance with Section 1.3 as an Aggregate Reduction in respect of Aggregate Capital on the following Settlement Date. Subject to Sections 8.4 and 8.5(b), on each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall remit to the Managing Agents’ respective accounts Agent’s or applicable Purchaser’s account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment or applied in respect of an Aggregate Reduction and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid CP Costs, Yield and other Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, of each Company in a Terminating Financial Institution’s Purchaser Group, applied ratably to such Terminating Financial Institution and each Terminating Committed Purchaser such Company according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital Capital, CP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the any Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) Agent’s or applicable Purchaser’s account to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably (ii) shall be deposited into the LC Collateral Account until all amounts required to be deposited to the LC Collateral Account in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Section 1.10 have been deposited therein, (iii) to pay any accrued and unpaid Servicing Fee, and (iiiv) any balance remaining thereafter shall be remitted from the such Servicer to Seller the Sellers on such Settlement Date. In Such Servicer shall use its reasonable best efforts to remit all deposit amounts to the event thatAgent’s or applicable Purchaser’s account no later than 1:00 p.m. (New York time) on such Settlement Date. Any such amounts not received by Agent or the applicable Purchaser by 2:00 pm (New York time) shall be deemed to be received on the next succeeding Business Day. The Terminating Financial Institution and the Company in such Terminating Financial Institution’s Purchaser Group shall be collectively allocated a ratable portion of Collections from its Termination Date until, with respect to a Terminating Financial Institution, such Terminating Financial Institution’s Capital, if any, shall be paid in full and, with respect to a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the Capital of such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 1.34.6(a)) of such Company or (ii) if there are no Related Financial Institutions with respect to such Company, an Aggregate Reduction is the Capital of such Company shall be paid in full. The applicable ratable portion shall be calculated, with respect to take place on a date other than a Settlement Dateany Terminating Financial Institution or applicable Company, on the date Termination Date of each Terminating Financial Institution or applicable Company as a percentage equal to (i) the Capital of such Terminating Financial Institution or applicable Company outstanding on its Termination Date, divided by (ii) the Aggregate Reduction, Capital outstanding on such Termination Date (the Servicer “Termination Percentage”). Each Terminating Financial Institution’s and applicable Company’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s and each applicable Company’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions and Companies in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Facility Termination Date, any Collections and/or Deemed Collections received by the Servicer (after the initial purchase of a Receivable Interest hereunder and on or prior to the Facility Termination Date of such Receivable Interest) shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2Unpaids. If at any time any Collections are received by the Servicer prior to the Amortization Facility Termination Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers)Receivable Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Receivable Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) , but after giving effect to any reduction of Capital pursuant to Section 2.03 and reduction in Purchase Limit pursuant to section 2.01 to be effected on such date. On each Settlement Date prior to the occurrence of the Amortization Facility Termination Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent's account the amounts set aside since during the immediately preceding related Settlement Date that have not been applied to pay Yield or subject to a Reinvestment Period and apply such amounts (if not previously paid in accordance with Section 2.12.05) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 CP Costs, Yield and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied ratably to each Terminating Committed Purchaser according to the respective Capital of such Terminating Committed Purchasersother Obligations. If such Capital CP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the Servicer shall (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Agent's account no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to the Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed PurchaserFinancial Institution, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) Collections to be used to effect any Aggregate Reduction in accordance with Section 1. 3 and (z) amounts necessary to pay Obligations due on the Servicer, amounts owing to the Servicer under Section 2.1 next succeeding Settlement Date and (ii) Seller hereby requests and and, subject to Section 6.2, the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. receipt (b) but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent’s or applicable Purchaser’s account, no later than 12:00 noon (New York time), the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts to be applied as follows (if not previously paid in accordance with Section 2.1) ): first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and Obligations, second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed Purchasers. If such Capital and other Obligations shall be reduced to zeroTermination Percentage, any additional Collections received by the Servicer (i) third, if applicable, shall be remitted to the Managing Agents’ respective accounts no later Aggregate Capital of all Financial Institutions (other than 12:00 noon (Chicago time) any Terminating Financial Institutions), pro rata to the extent required to fund any Aggregate Reduction on such Settlement DateDate and fourth, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group and (ii) any balance remaining thereafter shall be remitted from the Servicer balance, if any, to Seller on such Settlement Date. In Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the event thatLiquidity Termination Date that such Terminating Financial Institution did not consent to extend (as to such Terminating Financial Institution, pursuant the “Liquidity Provider Termination Date”), until such Terminating Financial Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Liquidity Provider Termination Date of such Terminating Financial Institution as a percentage equal to Section 1.3, an Aggregate Reduction is to take place (i) Capital of such Terminating Financial Institution outstanding on a date other than a Settlement its Liquidity Provider Termination Date, divided by (ii) the Aggregate Capital outstanding on such Liquidity Provider Termination Date (the date of such Aggregate Reduction, the Servicer “Termination Percentage”). Each Terminating Financial Institution’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at on any time Business Day prior to the Amortization Date, any Collections are received by the Servicer prior to the Amortization Dateafter payment of any Obligations that are then due and owing, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”"REINVESTMENT") with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers)Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ Blue Ridge Group's Account and the Jupiter Group's Account each Group's respective accounts Percentage of the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied ratably to each Terminating Committed Purchaser according to the respective Capital of Obligations. Once such Terminating Committed Purchasers. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Blue Ridge Group's Account and the Jupiter Group's Account no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund the Groups' respective Percentages of any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.3.

Collections Prior to Amortization. (a) Prior to the Amortization Facility --------------------------------- Termination Date, any Collections and/or Deemed Collections received by the Servicer (after the initial purchase of a Receivable Interest hereunder and on or prior to the Facility Termination Date of such Receivable Interest) shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.22.06. If at any time any Collections are received by the Servicer prior to the Amortization Facility Termination Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Purchasers) in each Purchaser Group hereby agree to make, simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection received by the Servicer that is part of any Receivable Interest of that Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers)Group, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Receivable Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) , but after giving effect to any reduction of Capital pursuant to Section 2.03 and reduction in Purchase Limit pursuant to Section 2.01 to be effected on such date. On each Settlement Date prior to the occurrence of the Amortization Facility Termination Date, the Servicer shall remit to the Managing Co-Agents’ ' accounts their Purchaser Groups' respective accounts Percentages of the amounts set aside since during the immediately preceding related Settlement Date that have not been applied to pay Yield or subject to a Reinvestment Period and apply such amounts (if not previously paid in accordance with Section 2.12.05) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied ratably to each Terminating Committed Purchaser according to the respective Capital of such Terminating Committed PurchasersObligations. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer shall (i) if applicable, shall be remitted to the Managing Co-Agents’ ' accounts, ratably in accordance with their respective accounts Purchaser Group's Percentages, no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to the Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed PurchaserFinancial Institution, (By) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, Collections to be effected pursuant used to effect any Aggregate Reduction in accordance with Section 1.3 and (yz) amounts necessary to pay Obligations due on the Servicer, amounts owing to the Servicer under Section 2.1 next succeeding Settlement Date and (ii) Seller hereby requests and and, subject to Section 6.2, the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. receipt (b) but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent’s or applicable Purchaser’s account, no later than 11:00 a.m. (Chicago time), the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts to be applied as follows (if not previously paid in accordance with Section 2.1) ): first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and Obligations, second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Capital of such Terminating Committed Purchasers. If such Capital and other Obligations shall be reduced to zeroTermination Percentage, any additional Collections received by the Servicer (i) third, if applicable, shall be remitted to the Managing Agents’ respective accounts no later Aggregate Capital of all Financial Institutions (other than 12:00 noon (Chicago time) any Terminating Financial Institutions), pro rata to the extent required to fund any Aggregate Reduction on such Settlement DateDate and fourth, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group and (ii) any balance remaining thereafter shall be remitted from the Servicer balance, if any, to Seller on such Settlement Date. In Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the event thatLiquidity Termination Date that such Terminating Financial Institution did not consent to extend (as to such Terminating Financial Institution, pursuant the “Liquidity Provider Termination Date”), until such Terminating Financial Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Liquidity Provider Termination Date of such Terminating Financial Institution as a percentage equal to Section 1.3, an Aggregate Reduction is to take place (i) Capital of such Terminating Financial Institution outstanding on a date other than a Settlement its Liquidity Provider Termination Date, divided by (ii) the Aggregate Capital outstanding on such Liquidity Provider Termination Date (the date of such Aggregate Reduction, the Servicer “Termination Percentage”). Each Terminating Financial Institution’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior Subject to the following Section 2.2(b) below, prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at . (b) At any time any Collections or Deemed Collections are received by the Servicer prior to the Amortization Date, : (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: : (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, Financial Institution, (B) an amount equal to the accrued and unpaid Obligations, and (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer1.3, amounts owing to the Servicer under Section 2.1 and and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions) hereby agree to makemake (subject to the conditions precedent set forth in Section 6.2 and the requirements of Section 2.7), simultaneously with such receipt, a reinvestment (each a “"Reinvestment”") with that portion of the balance of each and every Collection received or Deemed Collection deemed received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers)Interest, such that after giving effect to such Reinvestment, the amount of Aggregate Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Aggregate Capital immediately prior to such receipt. (bc) On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts Agent's account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1): (i) first, to reduce due but the payment of the Servicer's reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if an Affiliate of the Seller is not then acting as the Servicer, (ii) second, ratably to the payment of all accrued and unpaid Obligations in CP Costs and Yield, (iii) third, ratably to the order specified in Section 2.4 payment of all accrued and secondunpaid fees under the Fee Letter, (iv) fourth, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions to zero, applied ratably to each Terminating Committed Purchaser Financial Institution according to the its respective Termination Percentage, (v) fifth, to reduce Capital of such Terminating Committed outstanding Purchaser Interests in an amount, if any, necessary so that the aggregate of the Purchaser Interests does not exceed the Applicable Maximum Purchaser Interest applied ratably in accordance with the Capital Pro Rata Share of the Purchasers. If such Capital and , (vi) sixth, for the ratable payment of all other Obligations shall be reduced to zerounpaid Obligations, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) provided that to the extent required such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, (vii) seventh, to fund any Aggregate Reduction on such Settlement Date, Date applied ratably in accordance with the Capital Pro Rata Share of each such Managing Agent’s Purchaser Group and the Purchasers, and (iiviii) eighth, any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group)Agent's account, out of the amounts set aside pursuant to this Section 2.2(a)2.2, an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or Unpaids, for a Reinvestment as provided in this Section 2.22.2 or to reduce the Aggregate Capital outstanding in accordance with Section 1.3. If at any time any Collections are received by the Servicer prior to the Amortization Date, : (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of allocable to each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 ’s Group and (ii) Seller hereby requests requests, and the Purchasers (other than any Terminating Committed Purchasers) in each Group are hereby agree deemed to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance each Group’s Percentage of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than the Termination Percentage of any Purchaser Interests of Collections allocable to each Terminating Committed PurchasersPurchaser’s Group and Collections set aside to reduce the Aggregate Capital outstanding in accordance with Section 1.3), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ respective accounts applicable Co-Agent’s account specified in Section 1.4 such Co-Agent’s Group’s Percentage of the amounts set aside during the period since the immediately preceding prior Settlement Date that have not been applied to pay Yield or subject to a Reinvestment or used for an Aggregate Reduction pursuant to Section 1.3 and apply such amounts (if not previously paid in accordance with Section 2.1) ): first, to reduce unpaid CP Costs, Yield and other Recourse Obligations, if any, that are then due but unpaid Obligations in and owing to the order specified in Section 2.4 members of such Group, and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersPurchasers in such Group, applied ratably to each such Terminating Committed Purchaser according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital any Group’s Capital, CP Costs, Yield and other Recourse Obligations shall be reduced to zero, such Group’s Percentage of any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Agent’s account no later than 12:00 noon 11:00 a.m. (Chicago time) to the extent required to fund such Group’s Percentage of any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In Each Terminating Committed Purchaser shall be allocated a ratable portion of Collections from the event that, date of any assignment by Conduit pursuant to Section 1.3, an Aggregate Reduction is 13.6 (the “Termination Date”) until such Terminating Committed Purchaser’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Committed Purchaser as a percentage equal to take place (i) Capital of such Terminating Committed Purchaser outstanding on a date other than a Settlement its Termination Date, divided by (ii) the Aggregate Capital outstanding on such Termination Date (the date of such Aggregate Reduction, the Servicer “Termination Percentage”). Each Terminating Committed Purchaser’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Committed Purchaser’s Capital thereafter shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Committed Purchasers in accordance with Section 1.32.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at on any time Business Day prior to the Amortization Date, any Collections are received by the Servicer prior to the Amortization Dateafter payment of any Obligations that are then due and owing, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each each, a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers)Interest, such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) . On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Managing Agents’ Fifth ThirdWells Fargo Account and the PNC Account each Purchaser’s respective accounts Percentage of the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied ratably to each Terminating Committed Purchaser according to the respective Capital of Obligations. Once such Terminating Committed Purchasers. If such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts Fifth ThirdWells Fargo Account and the PNC Account no later than 12:00 noon (Chicago New York time) to the extent required to fund the Purchasers’ respective Percentages of any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied in accordance with Section 1.3.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Purchasers), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. (b) On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit distribute Collections equal to the Managing Agents’ respective accounts sum of the following amounts set aside since for application to the immediately preceding Settlement Date that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in the order specified in Section 2.4 specified: first, to the Lenders, ratably to the payment of all accrued and unpaid CP Costs, Interest and Broken Funding Costs (if any) then due and owing, second, to reduce the Capital Lenders and the Agent, ratably to the payment of all Purchaser Interests of Terminating Committed Purchasersaccrued and unpaid fees under the Fee Letter (if any) then due and owing, applied ratably to each Terminating Committed Purchaser according third, to the respective Capital Servicer, the amount of such Terminating Committed Purchasersany accrued and unpaid Servicing Fees (so long as the Servicer is not PPL Electric or an Affiliate of PPL Electric), fourth, to the Lenders, if required under Section 1.3 or Section 1.4, to the ratable reduction of Aggregate Principal, fifth, to the Secured Parties and the other Indemnified Parties (as applicable), for the ratable payment of all other unpaid Obligations, if any, then due and owing, and sixth, to the Servicer, the amount of any accrued and unpaid Servicing Fees (so long as the Servicer is PPL Electric or an Affiliate of PPL Electric). (b) Provided that (i) each of the conditions precedent set forth in Sections 6.3 are satisfied and (ii) the Amortization Date has not occurred, any Collections received in excess of the amount necessary to make the payments required under Section 2.2(a) shall, after application in payment for new Receivables or otherwise in payment for obligations of the Borrower under this Agreement and the Receivables Sale Agreement, be distributed to Borrower or otherwise in accordance with Borrower’s instructions. If such Capital and other Collections applied to the payment of Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably distributed in accordance with the Pro Rata Share aforementioned provisions, and, giving effect to each of each such Managing Agent’s Purchaser Group and (ii) any balance remaining thereafter the priorities set forth above in Section 2.2(a), shall be remitted from shared ratably (within each priority) among the Servicer to Seller on such Settlement Date. In Agent and the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on a date other than a Settlement Date, on the date of such Aggregate Reduction, the Servicer shall remit to the Managing Agents’ respective accounts (ratably Lenders in accordance with the Pro Rata Share amount of the related Purchaser Group), out such Obligations owing to each of amounts set aside pursuant to Section 2.2(a), an amount equal to them in respect of each such Aggregate Reduction to be applied in accordance with Section 1.3priority.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed Purchaser, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, to be effected pursuant to Section 1.3 and (y) the Servicer, amounts owing to the Servicer under Section 2.1 Non-Renewing Purchaser and (ii) Seller hereby requests and the Purchasers (other than any Terminating Committed Non-Renewing Purchasers) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed Non-Renewing Purchasers), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. The making of any Reinvestment is subject to the conditions set forth in Section 6.2 hereof. If the conditions to any Reinvestment cannot be satisfied on any date of determination prior to the Amortization Date, Collections received by the Servicer on such day shall be applied in accordance with Section 2.4. (b) On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit transfer to the each Managing Agents’ respective accounts Agent’s account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid Obligations in owing to the order specified in Section 2.4 members of such Managing Agent’s Purchaser Group and second, to reduce the Capital of all Purchaser Interests of Terminating Committed Purchasers, applied ratably to each Terminating Committed Purchaser according to the respective Capital of such Terminating Committed Non-Renewing Purchasers. If such unpaid Obligations and such Capital and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted transferred to the each Managing Agents’ respective accounts Agent’s account no later than 12:00 noon (Chicago New York City time) to the extent required to fund the amount of any Aggregate Reduction on such Settlement Date, applied ratably payable to the Purchasers in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group on such Settlement Date and (ii) any balance remaining thereafter shall be remitted transferred from the Servicer to Seller on such Settlement Date. In the event that, pursuant to Section 1.3, an Aggregate Reduction is to take place on . (c) Each Non-Renewing Purchaser shall be allocated a date other than a Settlement Date, on ratable portion of Collections from the date of expiration of the Commitments of the Financial Institutions in its Purchaser Group (the “Termination Date”) until such Non-Renewing Purchaser’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Non-Renewing Purchaser as a percentage equal to (i) the Capital of such Non-Renewing Purchaser outstanding on its Termination Date, divided by (ii) the Aggregate Reduction, Capital outstanding on such Termination Date (the Servicer “Termination Percentage”). Each Non-Renewing Purchaser’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts Amortization Date. On and after the Amortization Date (ratably in accordance with and on any date when the Pro Rata Share of the related Purchaser Groupconditions to any Reinvestment cannot be satisfied), out of amounts set aside pursuant to Section 2.2(a)each Termination Percentage shall be disregarded, an amount equal to such Aggregate Reduction to and each Non-Renewing Purchaser’s Capital shall be applied reduced ratably with all Purchasers in accordance with Section 1.32.4.

Collections Prior to Amortization. (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the each Servicer shall be set aside and held in trust by such Servicer for the Servicer benefit of the Agent and the Purchasers for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections and/or Deemed Collections are received by the any Servicer prior to the Amortization Date, (i) the such Servicer shall set aside and hold in trust for the benefit of (x) the Purchasers: (A) the Termination Percentage (hereinafter defined) of Collections and and/or Deemed Collections evidenced by the Purchaser Interests of each Terminating Committed PurchaserFinancial Institution and of each Company in a Terminating Financial Institution’s Purchaser Group, (B) an amount equal to the accrued and unpaid Obligations, (C) an amount equal to the Aggregate Reduction, if any, shall set aside Collections to be effected pursuant used to effect any Aggregate Reduction in accordance with Section 1.3 and (y) shall set aside amounts necessary to pay Obligations due on the Servicer, amounts owing to the Servicer under Section 2.1 next succeeding Settlement Date and (ii) each Seller hereby requests and the Purchasers (other than any Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, any Company in a Terminating Financial Institution’s Purchaser Group) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection and Deemed Collection received by the any Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, of any Company in a Terminating Financial Institution’s Purchaser Group), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT equal to the amount of Capital immediately prior to such receipt. receipt (b) but giving effect to any ratable reduction thereof pursuant to application of an Aggregate Reduction). On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer Servicers shall remit to the Managing Agents’ respective accounts Agent’s or applicable Purchaser’s account the amounts set aside since during the immediately preceding Settlement Date Period that have not been applied to pay Yield or subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce due but unpaid CP Costs, Yield and other Obligations in the order specified in Section 2.4 and second, to reduce the Capital of all Purchaser Interests of Terminating Committed PurchasersFinancial Institutions and, to the extent applicable, of each Company in a Terminating Financial Institution’s Purchaser Group, applied ratably to such Terminating Financial Institution and each Terminating Committed Purchaser such Company according to the its respective Capital of such Terminating Committed PurchasersTermination Percentage. If such Capital Capital, CP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the any Servicer (i) if applicable, shall be remitted to the Managing Agents’ respective accounts no later than 12:00 noon (Chicago time) Agent’s or applicable Purchaser’s account to the extent required to fund any Aggregate Reduction on such Settlement Date, applied ratably in accordance with the Pro Rata Share of each such Managing Agent’s Purchaser Group Date and (ii) any balance remaining thereafter shall be remitted from the such Servicer to Seller the Sellers on such Settlement Date. In Such Servicer shall use its reasonable best efforts to remit all deposit amounts to the event thatAgent’s or applicable Purchaser’s account no later than 12:00 noon (Chicago time) on such Settlement Date. Any such amounts not received by Agent or the applicable Purchaser by 1:00 pm (Chicago time) shall be deemed to be received on the next succeeding Business Day. Each Terminating Financial Institution and each Company in such Terminating Financial Institution’s Purchaser Group shall be allocated a ratable portion of Collections from its Termination Date until, with respect to a Terminating Financial Institution, such Terminating Financial Institution’s Capital, if any, shall be paid in full and, with respect to a related Company (i) if any Related Financial Institution with respect to such Company continues to exist, the Capital of such Company is equal to the Company Purchase Limit (as reduced pursuant to Section 1.34.6(a)) of such Company or (ii) if there are no Related Financial Institutions with respect to such Company, an Aggregate Reduction is the Capital of such Company shall be paid in full. The applicable ratable portion shall be calculated, with respect to take place on a date other than a Settlement Dateany Terminating Financial Institution or applicable Company, on the date Termination Date of each Terminating Financial Institution or applicable Company as a percentage equal to (i) the Capital of such Terminating Financial Institution or applicable Company outstanding on its Termination Date, divided by (ii) the Aggregate Reduction, Capital outstanding on such Termination Date (the Servicer “Termination Percentage”). Each Terminating Financial Institution’s and applicable Company’s Termination Percentage shall remit remain constant prior to the Managing Agents’ respective accounts (Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s and each applicable Company’s Capital shall be reduced ratably in accordance with the Pro Rata Share of the related Purchaser Group), out of amounts set aside pursuant to Section 2.2(a), an amount equal to such Aggregate Reduction to be applied all Financial Institutions and Companies in accordance with Section 1.32.3.