Common use of Collections Prior to the Facility Termination Date Clause in Contracts

Collections Prior to the Facility Termination Date. (a) Prior to the Facility Termination Date, any Deemed Collections received by the Servicer and any 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 Facility Termination Date, the Seller hereby requests and Market Street hereby agrees to make, simultaneously with such receipt, a reinvestment by payment of the Purchase Price under the Receivables Sale Agreement (each, a “Reinvestment”) with the balance of each and every Collection received by the Servicer such that after giving effect to such Reinvestment, the Invested Amount of each Purchased Asset immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Invested Amount immediately prior to such receipt. (b) On each day on which any of the conditions precedent set forth in Section 6.2 are not satisfied and on each Settlement Date prior to the Facility Termination Date, the Servicer shall remit to the Administrator’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) to the Aggregate Unpaids in the order specified: first, ratably to the payment of all accrued and unpaid CP Costs, Yield and Broken Funding Costs (if any) that are then due and owing, second, to the accrued and unpaid Servicing Fee, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing, fourth, if required under Section 1.3 or Section 1.4 or in order to avoid an Amortization Event or Unmatured Amortization Event under Section 9.1(m) or Section 9.1(q), to the ratable reduction of Aggregate Invested Amount, fifth, if the Asset Coverage Ratio is less than 1.0 and any Letters of Credit are outstanding, an amount necessary to cash collateralize the LC Amount until the amount of cash collateral held in the LC Collateral Account equals an amount necessary to make the Asset Coverage Ratio not less than 1.0, sixth, for the ratable payment of all other unpaid Recourse Obligations, if any, that are then due and owing, and seventh, the balance, if any, to the Seller in payment of the Deferred Purchase Price. (c) Prior to the Facility Termination Date, any Deemed Collections or Collections received by the Servicer in excess of items first through seventh of Section 2.2(b) above shall be paid to the Seller. (d) In the event that a Collection Notice has been delivered pursuant to any Collection Account Agreement, all amounts received in any Collection Account shall at the sole discretion of the Administrator, either (i) be retained in such Collection Account or other account of the Administrator for such day, Settlement Period or part thereof and applied on the Settlement Date in accordance with the terms of this Agreement or (ii) be released to the Seller and applied in accordance with the terms of this Agreement.

Collections Prior to the Facility Termination Date. (a) Prior to the Facility Termination Date, any Deemed Collections received by the Servicer and any 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 (including any Deemed Collections) are received by in the Servicer Collection Accounts prior to the Facility Termination Date, the Seller hereby requests and Market Street each Purchaser hereby agrees to make, simultaneously with such receipt, a reinvestment by payment of the Purchase Price under the Receivables Sale Agreement (each, a “Reinvestment”) with the Purchasers’ Portion of the balance of each and every Collection received by the Servicer such that that, after giving effect to such Reinvestment, the Invested Amount of the Receivable Interests of each Purchased Asset Purchaser immediately after such receipt and corresponding Reinvestment shall be equal to the amount of such Invested Amount Amounts immediately prior to such receipt. Notwithstanding the foregoing, (i) all such Reinvestments shall be subject to Section 6.2 and (ii) the Servicer may retain in the Collection Accounts amounts for distribution on the following Settlement Date or for decreases in the Aggregate Investment Amount in accordance with Section 1.3. (b) On each day on which any of the conditions precedent set forth in Section 6.2 are not satisfied and on each Settlement Date prior to the Facility Termination Date, the Servicer shall remit to each Purchaser Agent for the Administrator’s Account benefit of its Purchaser Group (or, if applicable, to the Agent for its own benefit) the amounts set aside during the preceding Settlement Calculation Period that have not been subject to a Reinvestment and (after deduction of its Servicing Fee) apply such amounts (if not previously paid in accordance with Section 2.1) to the Aggregate Unpaids in the order specified: first, ratably to the payment of all accrued and unpaid CP Costs, Yield and Broken Funding Costs (if any) that are then due and owing, second, to the accrued and unpaid Servicing Fee, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters (if any) that are then due and owing, fourththird, if required under Section 1.3 or Section 1.4 or in order to avoid an Amortization Event or Unmatured Amortization Event under Section 9.1(m) or Section 9.1(q)1.4, to the ratable reduction of the Aggregate Invested Amount, fifth, if the Asset Coverage Ratio is less than 1.0 and any Letters of Credit are outstanding, an amount necessary to cash collateralize the LC Amount until the amount of cash collateral held in the LC Collateral Account equals an amount necessary to make the Asset Coverage Ratio not less than 1.0, sixthfourth, for the ratable payment of all other unpaid Recourse Obligations, if any, that are then due and owing, and seventhfifth, the balance, if any, to the Seller or otherwise in accordance with Seller’s instructions, provided that, after giving effect to any payment of the Deferred Purchase Price. (c) Prior to the Facility Termination Date, any Deemed Collections or Collections received by the Servicer in excess of items first through seventh of Section 2.2(b) above shall be paid to the Seller. (d) In the event that a Collection Notice has been delivered pursuant to any Collection Account Agreementthis clause fifth, all amounts received in any Collection Account shall at the sole discretion of the Administrator, either (i) be retained in such Collection Account or other account the aggregate of the Administrator for such day, Settlement Period or part thereof Receivable Interests would be less than 100% and applied on the Settlement Date in accordance with the terms of this Agreement or (ii) the Aggregate Invested Amount would be released to less than the Seller and applied in accordance with the terms of this AgreementMaximum Purchase Limit.

Collections Prior to the Facility Termination Date. (a) Prior to the Facility Termination Date, any Deemed Collections received by the Servicer and any Collections received by the Servicer shall be set aside in the Master Collection Accounts and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment Recourse Obligations as provided in this Section 2.2. If Subject to the satisfaction of Section 6.2 at any time such time, any Collections are received by not required to be set aside pursuant to the Servicer foregoing sentence may be distributed prior to the Facility Termination Date, the Seller hereby requests and Market Street hereby agrees to make, simultaneously with next Settlement Date (any such receiptdistribution, a reinvestment by payment “Release”) to the Servicer in respect of the Purchase Price Servicing Fee or to the Borrower for purposes of purchasing new Receivables pursuant to the Receivables Sale Agreement or paying down the Subordinated Notes or, to the extent that the aggregate amount in the Master Collection Accounts available for distribution on any day exceeds the sum of (i) the purchase price of the Receivables to then be purchased under the Receivables Sale Agreement Agreement, (eachii) the amounts outstanding and payable under the Subordinated Notes and (iii) any other Recourse Obligations payable on or prior to the next scheduled Settlement Date, a “Reinvestment”) such excess amount may be distributed by the Borrower to its equity holders in accordance with the balance terms of each and every Collection received by the Servicer Borrower’s limited liability company agreement so long as a Borrowing Base Deficiency will not result from such that after giving effect to such Reinvestment, the Invested Amount of each Purchased Asset immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Invested Amount immediately prior to such receiptproposed distribution. (b) On each day Settlement Date and on which the date any prepayment of the conditions precedent set forth in Advances Outstanding and/or Cash-Collateralization of the LC Obligations is required pursuant to Section 6.2 are not satisfied and on each Settlement Date 1.3 hereof prior to the Facility Termination Date, the Servicer shall remit to the Administrator’s Account apply the amounts set aside during in the preceding Settlement Period Master Collection Accounts that have are not been subject permitted to a Reinvestment and apply such amounts be distributed to the Borrower under Section 2.2(a) (if not previously paid in accordance with Section 2.1) to the Aggregate Unpaids in the order specifiedspecified below: first, ratably to each Lender towards the payment of all accrued and unpaid CP Costs, Yield Interest and Broken Funding Costs (if any) that are then due and owing, owing to such Lender; second, to the extent funds are available therefor after payment of clause first, to the Servicer, the accrued and unpaid Servicing Fee; third, thirdto the extent funds are available therefor after payment of clauses first and second, ratably to each Lender towards the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owingowing to such Lender; fourth, fourthto the extent funds are available therefor after payment of clauses first through third, if required under Section 1.3 or Section 1.4 or in order to avoid an Amortization Event or Unmatured Amortization Event under Section 9.1(m) or Section 9.1(q9.1(o), (i) first, to each Lender toward the ratable reduction of the Aggregate Invested Loan Amount; provided, that such application shall be made to such Loans as will, and otherwise in a manner reasonably calculated to, minimize the Borrower’s liability for Broken Funding Costs as a result of such application of such funds in reduction of the Aggregate Loan Amount, and (ii) second, to the Letter of Credit Collateral Account to Cash-Collateralize the LC Obligations (which shall reduce the Aggregate Credit Exposure); fifth, if to the Asset Coverage Ratio is less than 1.0 and any Letters extent funds are available therefor after payment of Credit are outstandingclauses first through fourth, an amount necessary to cash collateralize the LC Amount until the amount of cash collateral held in the LC Collateral Account equals an amount necessary to make the Asset Coverage Ratio not less than 1.0, sixth, Secured Parties for the ratable payment of all other unpaid Recourse Obligations, if any, that are then due and owingowing to such Secured Parties; and 741012885 21673258 ​ sixth, and seventhto the extent funds are available therefor after payment of clauses first through fifth, the balance, if any, to the Seller Borrower or otherwise in payment accordance with the Borrower’s instructions, provided, however, that if any event has occurred and is continuing that would constitute an Amortization Event, Unmatured Amortization Event, Unmatured Servicer Termination Event or a Servicer Termination Event, any funds available to be applied pursuant to this clause sixth shall be retained in the Master Collection Accounts (unless otherwise consented to in writing by the Administrative Agent) until (i) such time as the event that would constitute an Amortization Event, Unmatured Amortization Event, Unmatured Servicer Termination Event or Servicer Termination Event has been cured or waived in accordance with the terms of this Agreement, at which time such amounts shall be paid to the Deferred Purchase Price. Borrower or (cii) Prior to the Administrative Agent has declared the Facility Termination Date, any Deemed Collections or Collections received by the Servicer in excess of items first through seventh of Section 2.2(b) above at which time such amounts shall be paid to the Sellerapplied in accordance with Section 2.3. (dc) In the event that a Collection Notice has been delivered pursuant to any Collection Account Agreement, all amounts received in any Collection Account shall shall, at the sole discretion of the AdministratorAdministrative Agent or at the direction of the Majority Lenders, either (i) be retained in such Collection Account or other account of the Administrator Administrative Agent for such day, Settlement Interest Period or part thereof and applied on the next following Settlement Date in accordance with the terms of this Agreement until the Advances Outstanding and all other amounts owing hereunder are paid in full and all LC Obligations have been Cash-Collateralized in full, or (ii) be released to the Seller Borrower and applied in accordance with the terms of this Agreement.

Collections Prior to the Facility Termination Date. (a) Prior to the Facility Termination Date, TPF’s Portion of any Deemed Collections received by the Servicer and TPF’s Portion of any 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 Facility Termination Date, the Seller hereby requests and Market Street TPF hereby agrees to make, simultaneously with such receipt, a reinvestment by payment of the Purchase Price under the Receivables Sale Agreement (each, a “Reinvestment”) with TPF’s Portion of the balance of each and every Collection received by the Servicer such that after giving effect to such Reinvestment, the Invested Amount of each Purchased Asset such Receivable Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Invested Amount immediately prior to such receipt. (b) On each day on which any of the conditions precedent set forth in Section 6.2 are not satisfied and on each Settlement Date prior to the Facility Termination Date, the Servicer shall remit to the Administrator’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) to the Aggregate Unpaids in the order specified: first, ratably to the payment of all accrued and unpaid CP Costs, Yield and Broken Funding Costs (if any) that are then due and owing, second, to the accrued and unpaid Servicing Fee, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing, fourth, if required under Section 1.3 or Section 1.4 or in order to avoid an Amortization Event or Unmatured Amortization Event under Section 9.1(m) or Section 9.1(q), to the ratable reduction of Aggregate Invested Amount, fifth, if the Asset Coverage Ratio is less than 1.0 and any Letters of Credit are outstanding, an amount necessary to cash collateralize the LC Amount until the amount of cash collateral held in the LC Collateral Account equals an amount necessary to make the Asset Coverage Ratio not less than 1.0, sixth, for the ratable payment of all other unpaid Recourse Obligations, if any, that are then due and owing, and seventhsixth, the balance, if any, to the Seller or otherwise in payment of accordance with the Deferred Purchase PriceSeller’s instructions. (c) Prior to the Facility Termination Date, any Deemed Collections or Collections received by the Servicer in excess that do not constitute TPF’s Portion of items first through seventh of Section 2.2(b) above such Deemed Collections or Collections shall be paid to the Seller. (d) In the event that a Collection Notice has been delivered pursuant to any Collection Account Agreement, all amounts received in any Collection Account shall at the sole discretion of the Administrator, either (i) be retained in such Collection Account or other account of the Administrator for such day, Settlement Period or part thereof and applied on the Settlement Date in accordance with the terms of this Agreement or (ii) be released to the Seller and applied in accordance with the terms of this Agreement.

Collections Prior to the Facility Termination Date. (a) Prior to During the Facility Termination DateRevolving Period, any Deemed Collections received by the Servicer and Blue Ridge's Portion of any 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 during the Facility Termination DateRevolving Period, the Seller hereby requests and Market Street the Purchaser and the Committed Investors each hereby agrees agree to makemake subject to the terms and conditions set forth in the Agreement, simultaneously with such receipt, a reinvestment by payment of the Purchase Price under the Receivables Sale Agreement (each, a “"Reinvestment”") with Blue Ridge's Portion of the balance of each and every Collection received by the Servicer such that after giving effect to such Reinvestment, the Invested Amount of each Purchased Asset such Receivable Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Invested Amount immediately prior to such receipt. (b) On each day on which any of the conditions precedent set forth in Section 6.2 are not satisfied and on each Settlement Date prior to during the Facility Termination DateRevolving Period, the Servicer shall remit to the Administrator’s Administrative 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) to the Aggregate Unpaids in the order specified: first, ratably to the payment of all accrued and unpaid CP Costs, Yield and Broken Funding Costs (if any) that are then due and owing, second, to the accrued and unpaid Servicing Fee, Fee (so long as Servicer is not the Originator or an Affiliate of the Originator) third, ratably to the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing, fourth, if required under Section 1.3 or Section 1.4 or in order to avoid an Amortization Event or Unmatured Amortization Event under Section 9.1(m) or Section 9.1(q)1.4, to the ratable reduction of Aggregate Invested Amount, fifth, if the Asset Coverage Ratio is less than 1.0 and any Letters of Credit are outstanding, an amount necessary to cash collateralize the LC Amount until the amount of cash collateral held in the LC Collateral Account equals an amount necessary to make the Asset Coverage Ratio not less than 1.0, sixth, for the ratable payment of all other unpaid Recourse Obligations, if any, that are then due and owing, sixth, to the accrued and unpaid Servicing Fee (so long as Servicer is the Originator or an Affiliate of the Originator) seventh, the balance, if any, to the Seller in payment of the Deferred Purchase Price. (c) Prior to the Facility Termination Date, any Deemed Collections or Collections received by the Servicer in excess of items first through seventh of Section 2.2(b) above shall be paid to the Seller. (d) In the event that a Collection Notice has been delivered pursuant to any Collection Account Agreement, all amounts received in any Collection Account shall at the sole discretion of the Administrator, either (i) be retained in such Collection Account or other account of the Administrator for such day, Settlement Period or part thereof and applied on the Settlement Date otherwise in accordance with the terms of this Agreement or (ii) be released to the Seller and applied in accordance with the terms of this AgreementSeller's instructions.

Collections Prior to the Facility Termination Date. (a) Prior to the Facility Termination Date, any Deemed Collections received by the Servicer and any Collections received by the Servicer shall be set aside in the Master Collection Account and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment Recourse Obligations as provided in this Section 2.2. If at any time any Any Collections are received by not required to be set aside pursuant to the Servicer foregoing sentence may be distributed prior to the Facility Termination Date, next Settlement Date to the Seller hereby requests and Market Street hereby agrees to make, simultaneously with such receipt, a reinvestment by payment Servicer in respect of the Purchase Price Servicing Fee or to the Borrower for purposes of purchasing new Receivables pursuant to the Receivables Sale Agreement or paying down the Subordinated Note or, to the extent that the amount in the Master Collection Account available for distribution on any day exceeds the sum of (i) the purchase price of the Receivables to then be purchased under the Receivables Sale Agreement Agreement, (eachii) the amounts outstanding and payable under the Subordinated Note and (iii) any other Recourse Obligations payable on or prior to the next scheduled Settlement Date, a “Reinvestment”) such excess amount may be distributed by the Borrower to the Originator in accordance with the balance terms of each and every Collection received by the Servicer Borrower’s limited liability company agreement so long as a Borrowing Base Deficiency will not result from such that after giving effect to such Reinvestment, the Invested Amount of each Purchased Asset immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Invested Amount immediately prior to such receiptproposed distribution. (b) On each Settlement Date and, with respect to clause “first” and “fourth” below, on the last day of each Interest Period for a LIBO Loan and on which the date any prepayment of the conditions precedent set forth in Loans is required pursuant to Section 6.2 are not satisfied and on each Settlement Date 1.3 hereof, prior to the Facility Termination Date, the Servicer shall remit to the Administrator’s Account apply the amounts set aside during in the preceding Settlement Period Master Collection Account that have are not been subject permitted to a Reinvestment and apply such amounts be distributed to the Borrower under Section 2.2(a) (if not previously paid in accordance with Section 2.1) to the Aggregate Unpaids in the order specifiedspecified below: first, ratably to the payment of all accrued and unpaid CP Costs, Yield Interest and Broken Funding Costs (if any) that are then due and owing, second, to the extent funds are available therefor after payment of clause first, to the accrued and unpaid Servicing Fee, third, to the extent funds are available therefor after payment of clauses first and second, ratably to the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing, fourth, to the extent funds are available therefor after payment of clauses first through third, if required under Section 1.3 or Section 1.4 or in order to avoid an Amortization Event or Unmatured Amortization Event under Section 9.1(m) or Section 9.1(q9.1(n), to the ratable reduction of the Aggregate Invested Loan Amount, provided, that such application shall be made to such Loans as will, and otherwise in a manner reasonably calculated to, minimize the Borrower’s liability for Broken Funding Costs as a result of such application of such funds in reduction of the Aggregate Loan Amount, fifth, if to the Asset Coverage Ratio is less than 1.0 and any Letters extent funds are available therefor after payment of Credit are outstanding, an amount necessary to cash collateralize the LC Amount until the amount of cash collateral held in the LC Collateral Account equals an amount necessary to make the Asset Coverage Ratio not less than 1.0, sixthclauses first through fourth, for the ratable payment of all other unpaid Recourse Obligations, if any, that are then due and owing, and seventhsixth, to the extent funds are available therefor after payment of clauses first through fifth, the balance, if any, to the Seller Borrower or otherwise in payment accordance with the Borrower’s instructions, provided, however, that if any event has occurred and is continuing that would constitute an Amortization Event, Unmatured Amortization Event, Unmatured Servicer Termination Event or a Servicer Termination Event, any funds available to be applied pursuant to this clause sixth shall be retained in the Master Collection Account (unless otherwise consented to in writing by the Agent) until such time as the event that would constitute an Amortization Event, Unmatured Amortization Event, Unmatured Servicer Termination Event or Servicer Termination Event has been cured or waived in accordance with the terms of the Deferred Purchase Pricethis Agreement. (c) Prior to the Facility Termination Date, any Deemed Collections or Collections received by the Servicer in excess of items first through seventh of Section 2.2(b) above shall be paid to the Seller. (d) In the event that a Collection Notice has been delivered pursuant to any Collection Account Agreement, all amounts received in any Collection Account shall at the sole discretion of the AdministratorAgent, either (i) be retained in such Collection Account or other account of the Administrator Agent for such day, Settlement Interest Period or part thereof and applied on the next following Settlement Date or the last day of any Interest Period occurring prior to the next following Settlement Date in accordance with the terms of this Agreement until the Aggregate Loan Amount and all other amounts owing hereunder are paid in full or (ii) be released to the Seller Borrower and applied in accordance with the terms of this Agreement.

Collections Prior to the Facility Termination Date. (a) Prior to the Facility Termination Date, any Deemed Collections received by the Servicer and any Collections received by the Servicer shall be set aside in the Master Collection Accounts and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment Recourse Obligations as provided in this Section 2.2. If Subject to the satisfaction of Section 6.2 at any time such time, any Collections are received by not required to be set aside pursuant to the Servicer foregoing sentence may be distributed prior to the Facility Termination Date, the Seller hereby requests and Market Street hereby agrees to make, simultaneously with next Settlement Date (any such receiptdistribution, a reinvestment by payment “Release”) to the Servicer in respect of the Purchase Price Servicing Fee or to the Borrower for purposes of purchasing new Receivables pursuant to the Receivables Sale Agreement or paying down the Subordinated Notes or, to the extent that the aggregate amount in the Master Collection Accounts available for distribution on any day exceeds the sum of (i) the purchase price of the Receivables to then be purchased under the Receivables Sale Agreement Agreement, (eachii) the amounts outstanding and payable under the Subordinated Notes and (iii) any other Recourse Obligations payable on or prior to the next scheduled Settlement Date, a “Reinvestment”) such excess amount may be distributed by the Borrower to its equity holders in accordance with the balance terms of each and every Collection received by the Servicer Borrower’s limited liability company agreement so long as a Borrowing Base Deficiency will not result from such that after giving effect to such Reinvestment, the Invested Amount of each Purchased Asset immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Invested Amount immediately prior to such receiptproposed distribution. (b) On each day Settlement Date and on which the date any prepayment of the conditions precedent set forth in Advances Outstanding and/or Cash-Collateralization of the LC Obligations is required pursuant to Section 6.2 are not satisfied and on each Settlement Date 1.3 hereof prior to the Facility Termination Date, the Servicer shall remit to the Administrator’s Account apply the amounts set aside during in the preceding Settlement Period Master Collection Accounts that have are not been subject permitted to a Reinvestment and apply such amounts be distributed to the Borrower under Section 2.2(a) (if not previously paid in accordance with Section 2.1) to the Aggregate Unpaids in the order specifiedspecified below: first, ratably to the payment of ​ 766151952 21673258 ​ ​ for all accrued outstanding LC Obligations and unpaid CP Costs, Yield and Broken Funding Costs (if any) that are then due and owing, second, to the accrued and unpaid Servicing Fee, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing, fourth, if required under Section 1.3 or Section 1.4 or in order to avoid an Amortization Event or Unmatured Amortization Event under Section 9.1(m) or Section 9.1(q), to the ratable reduction of Aggregate Invested Amount, fifth, if the Asset Coverage Ratio is less than 1.0 and any Letters of Credit are outstanding, an amount necessary to cash collateralize the LC Amount until the amount of cash collateral held in Fee Expectation, the LC Collateral Account equals an amount necessary Issuer shall deposit such excess funds into the Master Collection Accounts to make the Asset Coverage Ratio not less than 1.0, sixth, for the ratable payment of all other unpaid Recourse Obligations, if any, that are then due and owing, and seventh, the balance, if any, to the Seller in payment of the Deferred Purchase Price. (c) Prior to the Facility Termination Date, any Deemed Collections or Collections received by the Servicer in excess of items first through seventh of Section 2.2(b) above shall be paid to the Seller. (d) In the event that a Collection Notice has been delivered applied pursuant to any Collection Account Agreement, all amounts received in any Collection Account shall at the sole discretion of the Administrator, either (i) be retained in such Collection Account or other account of the Administrator for such day, Settlement Period or part thereof and applied on the Settlement Date in accordance with the terms of this Agreement or (ii) be released to the Seller and applied in accordance with the terms of this AgreementSection 2.3 hereof.

Collections Prior to the Facility Termination Date. (a) Prior to the Facility Termination Date, any Deemed Collections received by the Servicer and any 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 (including any Deemed Collections) are received by in the Servicer Collection Accounts prior to the Facility Termination Date, the Seller hereby requests and Market Street each Purchaser hereby agrees to make, simultaneously with such receipt, a reinvestment by payment of the Purchase Price under the Receivables Sale Agreement (each, a “Reinvestment”) with the Purchasers’ Portion of the balance of each and every Collection received by the Servicer such that that, after giving effect to such Reinvestment, the Invested Amount of the Receivable Interests of each Purchased Asset Purchaser immediately after such receipt and corresponding Reinvestment shall be equal to the amount of such Invested Amount Amounts immediately prior to such receipt. Notwithstanding the foregoing, (i) all such Reinvestments shall be subject to Section 6.2 and (ii) the Servicer may retain in the Collection Accounts amounts for distribution on the following Settlement Date or for decreases in the Aggregate Investment Amount in accordance with Section 1.3. (b) On each day on which any of the conditions precedent set forth in Section 6.2 are not satisfied and on each Settlement Date prior to the Facility Termination Date, the Servicer shall remit to each Purchaser Agent for the Administrator’s Account benefit of its Purchaser Group (or, if applicable, to the Agent for its own benefit) the amounts set aside during the preceding Settlement Calculation Period that have not been subject to a Reinvestment and (after deduction of its Servicing Fee) apply such amounts (if not previously paid in accordance with Section 2.1) to the Aggregate Unpaids in the order specified: first, ratably to the payment of all accrued and unpaid CP Costs, Yield and Broken Funding Costs (if any) that are then due and owing, second, to the accrued and unpaid Servicing Fee, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters (if any) that are then due and owing, fourththird, if required under Section 1.3 or Section 1.4 or in order to avoid an Amortization Event or Unmatured Amortization Event under Section 9.1(m) or Section 9.1(q)1.4, to the ratable reduction of the Aggregate Invested Amount, fifth, if the Asset Coverage Ratio is less than 1.0 and any Letters of Credit are outstanding, an amount necessary to cash collateralize the LC Amount until the amount of cash collateral held in the LC Collateral Account equals an amount necessary to make the Asset Coverage Ratio not less than 1.0, sixthfourth, for the ratable payment of all other unpaid Recourse Obligations, if any, that are then due and owing, and seventhfifth, the balance, if any, to the Seller or otherwise in accordance with Seller’s instructions, provided that, after giving effect to any payment of the Deferred Purchase Price. (c) Prior to the Facility Termination Date, any Deemed Collections or Collections received by the Servicer in excess of items first through seventh of Section 2.2(b) above shall be paid to the Seller. (d) In the event that a Collection Notice has been delivered pursuant to any Collection Account Agreementthis clause fifth, all amounts received in any Collection Account shall at the sole discretion of the Administrator, either (i) be retained in such Collection Account or other account the aggregate of the Administrator for such day, Settlement Period or part thereof Receivable Interests would be less than 100% and applied on the Settlement Date in accordance with the terms of this Agreement or (ii) the Aggregate Invested Amount would be released to less than the Seller and applied in accordance with the terms of this AgreementPurchase Limit.

Collections Prior to the Facility Termination Date. (a) Prior to the Facility Termination Date, any Deemed Collections received by the Servicer and the Purchasers' Portion of any 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 Facility Termination Date, except to the extent a Reduction Notice is pending, Seller hereby requests that the applicable Purchaser(s) make, and Market Street hereby agrees to either Blue Ridge or the Liquidity Banks shall make, simultaneously with such receipt, a reinvestment by payment of the Purchase Price under the Receivables Sale Agreement (each, a “Reinvestment”"REINVESTMENT") with the Purchasers' Portion of the balance of each and every Collection received by the such Servicer such that after giving effect to such Reinvestment, the Invested Amount of each Purchased Asset such Receivable Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Invested Amount immediately prior to such receipt. (b) On each day on which any of Settlement Date, or with respect to the conditions precedent set forth in Section 6.2 are not satisfied and CP Costs, on each Settlement Date CP Cost Payment Date, prior to the Facility Termination Date, the Servicer Agent shall remit to the Administrator’s Account distribute 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) in the following order: FIRST, to the Aggregate Unpaids Servicer (if the Servicer at such time is not Wolverine Finance or one of its Affiliates), in payment of the order specified: firstaccrued and unpaid Servicing Fee for the preceding Settlement Period, SECOND, to the Agent's Account, ratably to for the payment of all accrued and unpaid CP Costs, Yield and Broken Funding Costs (if any) that are then due and owing, secondTHIRD, to the accrued and unpaid Servicing Fee, thirdAgent's Account, ratably to for the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing, fourthFOURTH, to the Agent's Account, if required under Section 1.3 or Section 1.4 or in order to avoid an Amortization Event or Unmatured Amortization Event under Section 9.1(m) or Section 9.1(q)1.4, to the ratable reduction of Aggregate Invested Amount, fifthFIFTH, if to the Asset Coverage Ratio is less than 1.0 and any Letters of Credit are outstanding, an amount necessary to cash collateralize the LC Amount until the amount of cash collateral held in the LC Collateral Account equals an amount necessary to make the Asset Coverage Ratio not less than 1.0, sixthAgent's Account, for the ratable payment of all other unpaid Recourse Obligations, if any, that are then due and owing, SIXTH, to the Servicer (if the Servicer at such time is Wolverine Finance or one of its Affiliates), the amount of the accrued and seventhunpaid Servicing Fee for the preceding Settlement Period, and SEVENTH, the balance, if any, to the Seller in payment of the Deferred Purchase Price. (c) Prior to the Facility Termination Date, any Deemed Collections or Collections received by the Servicer in excess of items first through seventh of Section 2.2(b) above shall be paid to the Seller. (d) In the event that a Collection Notice has been delivered pursuant to any Collection Account Agreement, all amounts received in any Collection Account shall at the sole discretion of the Administrator, either (i) be retained in such Collection Account or other account of the Administrator for such day, Settlement Period or part thereof and applied on the Settlement Date otherwise in accordance with the terms of this Agreement or (ii) be released to the Seller and applied in accordance with the terms of this AgreementSeller's instructions.

Collections Prior to the Facility Termination Date. (a) Prior to the Facility Termination Date, any Deemed Collections received by the Servicer and any Collections received by the Servicer shall be set aside in the Master Collection Accounts and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment Recourse Obligations as provided in this Section 2.2. If at any time any Any Collections are received by not required to be set aside pursuant to the Servicer foregoing sentence may be distributed prior to the Facility Termination Date, next Settlement Date to the Seller hereby requests and Market Street hereby agrees to make, simultaneously with such receipt, a reinvestment by payment Servicer in respect of the Purchase Price Servicing Fee or to the Borrower for purposes of purchasing new Receivables pursuant to the Receivables Sale Agreement or paying down the Subordinated Notes or, to the extent that the aggregate amount in the Master Collection Accounts available for distribution on any day exceeds the sum of (i) the purchase price of the Receivables to then be purchased under the Receivables Sale Agreement Agreement, (eachii) the amounts outstanding and payable under the Subordinated Notes and (iii) any other Recourse Obligations payable on or prior to the next scheduled Settlement Date, a “Reinvestment”) such excess amount may be distributed by the Borrower to its equity holders in accordance with the balance terms of each and every Collection received by the Servicer Borrower’s limited liability company agreement so long as a Borrowing Base Deficiency will not result from such that after giving effect to such Reinvestment, the Invested Amount of each Purchased Asset immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Invested Amount immediately prior to such receiptproposed distribution. (b) On each Settlement Date and, with respect to clause “first” and “fourth” below, on the last day of each Interest Period for a LIBO Loan and on which the date any prepayment of the conditions precedent set forth in Advances Outstanding and/or Cash-Collateralization of the LC Obligations is required pursuant to Section 6.2 are not satisfied and on each Settlement Date 1.3 hereof, prior to the Facility Termination Date, the Servicer shall remit to the Administrator’s Account apply the amounts set aside during in the preceding Settlement Period Master Collection Accounts that have are not been subject permitted to a Reinvestment and apply such amounts be distributed to the Borrower under Section 2.2(a) (if not previously paid in accordance with Section 2.1) to the Aggregate Unpaids in the order specifiedspecified below: first, ratably to each Lender towards the payment of all accrued and unpaid CP Costs, Yield Interest and Broken Funding Costs (if any) that are then due and owing, second, owing to the accrued and unpaid Servicing Fee, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing, fourth, if required under Section 1.3 or Section 1.4 or in order to avoid an Amortization Event or Unmatured Amortization Event under Section 9.1(m) or Section 9.1(q), to the ratable reduction of Aggregate Invested Amount, fifth, if the Asset Coverage Ratio is less than 1.0 and any Letters of Credit are outstanding, an amount necessary to cash collateralize the LC Amount until the amount of cash collateral held in the LC Collateral Account equals an amount necessary to make the Asset Coverage Ratio not less than 1.0, sixth, for the ratable payment of all other unpaid Recourse Obligations, if any, that are then due and owing, and seventh, the balance, if any, to the Seller in payment of the Deferred Purchase Price. (c) Prior to the Facility Termination Date, any Deemed Collections or Collections received by the Servicer in excess of items first through seventh of Section 2.2(b) above shall be paid to the Seller. (d) In the event that a Collection Notice has been delivered pursuant to any Collection Account Agreement, all amounts received in any Collection Account shall at the sole discretion of the Administrator, either (i) be retained in such Collection Account or other account of the Administrator for such day, Settlement Period or part thereof and applied on the Settlement Date in accordance with the terms of this Agreement or (ii) be released to the Seller and applied in accordance with the terms of this Agreement.Lender;

Collections Prior to the Facility Termination Date. (a) Prior to the Facility Termination Date, any Deemed Collections received by the Servicer and any Collections received by the Servicer shall be set aside in the Master Collection Accounts and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment Recourse Obligations as provided in this Section 2.2. If at any time any Any Collections are received by not required to be set aside pursuant to the Servicer foregoing sentence may be distributed prior to the Facility Termination Date, next Settlement Date to the Seller hereby requests and Market Street hereby agrees to make, simultaneously with such receipt, a reinvestment by payment Servicer in respect of the Purchase Price Servicing Fee or to the Borrower for purposes of purchasing new Receivables pursuant to the Receivables Sale Agreement or paying down the Subordinated Notes or, to the extent that the aggregate amount in the Master Collection Accounts available for distribution on any day exceeds the sum of (i) the purchase price of the Receivables to then be purchased under the Receivables Sale Agreement Agreement, (eachii) the amounts outstanding and payable under the Subordinated Notes and (iii) any other Recourse Obligations payable on or prior to the next scheduled Settlement Date, a “Reinvestment”) such excess amount may be distributed by the Borrower to its equity holders in accordance with the balance terms of each and every Collection received by the Servicer Borrower’s limited liability company agreement so long as a Borrowing Base Deficiency will not result from such that after giving effect to such Reinvestment, the Invested Amount of each Purchased Asset immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Invested Amount immediately prior to such receiptproposed distribution. (b) On each Settlement Date and, with respect to clause “first” and “fourth” below, on the last day of each Interest Period for a LIBO Loan and on which the date any prepayment of the conditions precedent set forth in Advances Outstanding and/or Cash-Collateralization of the LC Obligations is required pursuant to Section 6.2 are not satisfied and on each Settlement Date 1.3 hereof, prior to the Facility Termination Date, the Servicer shall remit to the Administrator’s Account apply the amounts set aside during in the preceding Settlement Period Master Collection Accounts that have are not been subject permitted to a Reinvestment and apply such amounts be distributed to the Borrower under Section 2.2(a) (if not previously paid in accordance with Section 2.1) to the Aggregate Unpaids in the order specifiedspecified below: first, ratably to the payment of all accrued and unpaid CP Costs, Yield Interest and Broken Funding Costs (if any) that are then due and owing, second, to the accrued and unpaid Servicing Fee, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing, fourth, if required under Section 1.3 or Section 1.4 or in order to avoid an Amortization Event or Unmatured Amortization Event under Section 9.1(m) or Section 9.1(q), to the ratable reduction of Aggregate Invested Amount, fifth, if the Asset Coverage Ratio is less than 1.0 and any Letters of Credit are outstanding, an amount necessary to cash collateralize the LC Amount until the amount of cash collateral held in the LC Collateral Account equals an amount necessary to make the Asset Coverage Ratio not less than 1.0, sixth, for the ratable payment of all other unpaid Recourse Obligations, if any, that are then due and owing, and seventh, the balance, if any, to the Seller in payment of the Deferred Purchase Price. (c) Prior to the Facility Termination Date, any Deemed Collections or Collections received by the Servicer in excess of items first through seventh of Section 2.2(b) above shall be paid to the Seller. (d) In the event that a Collection Notice has been delivered pursuant to any Collection Account Agreement, all amounts received in any Collection Account shall at the sole discretion of the Administrator, either (i) be retained in such Collection Account or other account of the Administrator for such day, Settlement Period or part thereof and applied on the Settlement Date in accordance with the terms of this Agreement or (ii) be released to the Seller and applied in accordance with the terms of this Agreement.;

Collections Prior to the Facility Termination Date. (a) Prior to the Facility Termination Date, any Deemed Collections received by the Servicer and any 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 (including any Deemed Collections) are received by in the Servicer Collection Accounts prior to the Facility Termination Date, the Seller hereby requests and Market Street each Purchaser hereby agrees to make, simultaneously with such receipt, a reinvestment by payment of the Purchase Price under the Receivables Sale Agreement (each, a “Reinvestment”) with the Purchasers’ Portion of the balance of each and every Collection received by the Servicer such that that, after giving effect to such Reinvestment, the Invested Amount of the Receivable Interests of each Purchased Asset Purchaser immediately after such receipt and corresponding Reinvestment shall be equal to the amount of such Invested Amount Amounts immediately prior to such receipt. Notwithstanding the foregoing, (i) all such Reinvestments shall be subject to Section 6.2 and (ii) the Servicer may retain in the Collection Accounts amounts for distribution on the following Settlement Date or for decreases in the Aggregate Investment Amount in accordance with Section 1.3. (b) On each day on which any of the conditions precedent set forth in Section 6.2 are not satisfied and on each Settlement Date prior to the Facility Termination Date, the Servicer shall remit to each Purchaser Agent for the Administrator’s Account benefit of its Purchaser Group (or, if applicable, to the Agent for its own benefit) the amounts set aside during the preceding Settlement Calculation Period that have not been subject to a Reinvestment and (after deduction of its Servicing Fee) apply such amounts (if not previously paid in accordance with Section 2.1) to the Aggregate Unpaids in the order specified: first, ratably to the payment of all accrued and unpaid CP Costs, Yield and Broken Funding Costs (if any) that are then due and owing, second, to the accrued and unpaid Servicing Fee, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter Letters (if any) that are then due and owing, fourththird, if required under Section 1.3 or Section 1.4 or in order to avoid an Amortization Event or Unmatured Amortization Event under Section 9.1(m) or Section 9.1(q)1.4, to the ratable reduction of the Aggregate Invested Amount, fifth, if the Asset Coverage Ratio is less than 1.0 and any Letters of Credit are outstanding, an amount necessary to cash collateralize the LC Amount until the amount of cash collateral held in the LC Collateral Account equals an amount necessary to make the Asset Coverage Ratio not less than 1.0, sixthfourth, for the ratable payment of all other unpaid Recourse Obligations, if any, that are then due and owing, and seventhfifth, the balance, if any, to the Seller in payment of the Deferred Purchase Price. (c) Prior to the Facility Termination Date, any Deemed Collections or Collections received by the Servicer in excess of items first through seventh of Section 2.2(b) above shall be paid to the Seller. (d) In the event that a Collection Notice has been delivered pursuant to any Collection Account Agreement, all amounts received in any Collection Account shall at the sole discretion of the Administrator, either (i) be retained in such Collection Account or other account of the Administrator for such day, Settlement Period or part thereof and applied on the Settlement Date otherwise in accordance with Seller’s instructions, provided that, after giving effect to any payment pursuant to this clause fifth, the terms aggregate of this Agreement or (ii) the Receivable Interests would be released to the Seller and applied in accordance with the terms of this Agreementless than 100%.

Collections Prior to the Facility Termination Date. (a) Prior to the Facility Termination Date, Blue Ridge's Portion of any Deemed Collections received by the Servicer and Blue Ridge's Portion of any 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 Facility Termination Date, the Seller hereby requests and Market Street Blue Ridge hereby agrees to make, simultaneously with such receipt, a reinvestment by payment of the Purchase Price under the Receivables Sale Agreement (each, a “"Reinvestment”") with Blue Ridge's Portion of the balance of each and every Collection received by the Servicer such that after giving effect to such Reinvestment, the Invested Amount of each Purchased Asset such Receivable Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Invested Amount immediately prior to such receipt. (b) On each day on which any of the conditions precedent set forth in Section 6.2 are not satisfied and on each Settlement Date prior to the Facility Termination Date, the Servicer shall remit to the Administrator’s 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) to the Aggregate Unpaids in the order specified: first, ratably to the payment of all accrued and unpaid CP Costs, Yield and Broken Funding Costs (if any) that are then due and owing, second, to the accrued and unpaid Servicing FeeFee (so long as the Servicer is not Arch or an Affiliate of Arch), third, ratably to the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing, fourth, if required under Section 1.3 or Section 1.4 or in order to avoid an Amortization Event or Unmatured Amortization Event under Section 9.1(m) or Section 9.1(q)1.4, to the ratable reduction of Aggregate Invested Amount, fifth, if the Asset Coverage Ratio is less than 1.0 and any Letters of Credit are outstanding, an amount necessary to cash collateralize the LC Amount until the amount of cash collateral held in the LC Collateral Account equals an amount necessary to make the Asset Coverage Ratio not less than 1.0, sixth, for the ratable payment of all other unpaid Recourse Obligations, if any, that are then due and owing, sixth, to the accrued and unpaid Servicing Fee (so long as the Servicer is Arch or an Affiliate of Arch), and seventh, the balance, if any, to the Seller or otherwise in payment of accordance with the Deferred Purchase PriceSeller's instructions. (c) Prior to the Facility Termination Date, any Deemed Collections or Collections received by the Servicer in excess that do not constitute Blue Ridge's Portion of items first through seventh of Section 2.2(b) above such Deemed Collections or Collections shall be paid to the Seller. (d) In the event that a Collection Notice has been delivered pursuant to any Collection Account Agreement, all amounts received in any Collection Account shall at the sole discretion of the AdministratorAgent, either (i) be retained in such Collection Account or other account of the Administrator Agent for such day, Settlement Period or part thereof and applied on the Settlement Date in accordance with the terms of this Agreement or (ii) be released to the Seller and applied in accordance with the terms of this Agreement.

Collections Prior to the Facility Termination Date. (a) Prior to the Facility Termination Date, any Deemed Collections received by the Servicer and any Collections received by the Servicer shall be set aside in the Master Collection Account and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment Recourse Obligations as provided in this Section 2.2. If at any time any Any Collections are received by not required to be set aside pursuant to the Servicer foregoing sentence may be distributed prior to the Facility Termination Date, next Settlement Date to the Seller hereby requests and Market Street hereby agrees to make, simultaneously with such receipt, a reinvestment by payment Servicer in respect of the Purchase Price Servicing Fee or to the Borrower for purposes of purchasing new Receivables pursuant to the Receivables Sale Agreement or paying down the Subordinated Note or, to the extent that the amount in the Master Collection Account available for distribution on any day exceeds the sum of (i) the purchase price of the Receivables to then be purchased under the Receivables Sale Agreement Agreement, (eachii) the amounts outstanding and payable under the Subordinated Note and (iii) any other Recourse Obligations payable on or prior to the next scheduled Settlement Date, a “Reinvestment”) such excess amount may be distributed by the Borrower to the Originator in accordance with the balance terms of each and every Collection received by the Servicer Borrower’s limited liability company agreement so long as a Borrowing Base Deficiency will not result from such that after giving effect to such Reinvestment, the Invested Amount of each Purchased Asset immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Invested Amount immediately prior to such receiptproposed distribution. (b) On each Settlement Date and, with respect to clause “first” and “fourth” below, on the last day of each Interest Period for a LIBO Loan and on which the date any prepayment of the conditions precedent set forth in Advances Outstanding and/or Cash-Collateralization of the LC Obligations is required pursuant to Section 6.2 are not satisfied and on each Settlement Date 1.3 hereof, prior to the Facility Termination Date, the Servicer shall remit to the Administrator’s Account apply the amounts set aside during in the preceding Settlement Period Master Collection Account that have are not been subject permitted to a Reinvestment and apply such amounts be distributed to the Borrower under Section 2.2(a) (if not previously paid in accordance with Section 2.1) to the Aggregate Unpaids in the order specifiedspecified below: first, ratably to the payment of all accrued and unpaid CP Costs, Yield Interest and Broken Funding Costs (if any) that are then due and owing, second, to the accrued and unpaid Servicing Fee, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing, fourth, if required under Section 1.3 or Section 1.4 or in order to avoid an Amortization Event or Unmatured Amortization Event under Section 9.1(m) or Section 9.1(q), to the ratable reduction of Aggregate Invested Amount, fifth, if the Asset Coverage Ratio is less than 1.0 and any Letters of Credit are outstanding, an amount necessary to cash collateralize the LC Amount until the amount of cash collateral held in the LC Collateral Account equals an amount necessary to make the Asset Coverage Ratio not less than 1.0, sixth, for the ratable payment of all other unpaid Recourse Obligations, if any, that are then due and owing, and seventh, the balance, if any, to the Seller in payment of the Deferred Purchase Price. (c) Prior to the Facility Termination Date, any Deemed Collections or Collections received by the Servicer in excess of items first through seventh of Section 2.2(b) above shall be paid to the Seller. (d) In the event that a Collection Notice has been delivered pursuant to any Collection Account Agreement, all amounts received in any Collection Account shall at the sole discretion of the Administrator, either (i) be retained in such Collection Account or other account of the Administrator for such day, Settlement Period or part thereof and applied on the Settlement Date in accordance with the terms of this Agreement or (ii) be released to the Seller and applied in accordance with the terms of this Agreement.;

Collections Prior to the Facility Termination Date. (a) Prior to the Facility Termination Date, any Deemed Collections received by the Servicer and any Collections received by the Servicer shall be set aside in the Master Collection Accounts and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment Recourse Obligations as provided in this Section 2.2. If Subject to the satisfaction of Section 6.2 at any time such time, any Collections are received by not required to be set aside pursuant to the Servicer foregoing sentence may be distributed prior to the Facility Termination Date, the Seller hereby requests and Market Street hereby agrees to make, simultaneously with next Settlement Date (any such receiptdistribution, a reinvestment by payment “Release”) to the Servicer in respect of the Purchase Price Servicing Fee or to the Borrower for purposes of purchasing new Receivables pursuant to the Receivables Sale Agreement or paying down the Subordinated Notes or, to the extent that the aggregate amount in the Master Collection Accounts available for distribution on any day exceeds the sum of (i) the purchase price of the Receivables to then be purchased under the Receivables Sale Agreement Agreement, (eachii) the amounts outstanding and payable under the Subordinated Notes and (iii) any other Recourse Obligations payable on or prior to the next scheduled Settlement Date, a “Reinvestment”) such excess amount may be distributed by the Borrower to its equity holders in accordance with the balance terms of each and every Collection received by the Servicer Borrower’s limited liability company agreement so long as a Borrowing Base Deficiency will not result from such that after giving effect to such Reinvestment, the Invested Amount of each Purchased Asset immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Invested Amount immediately prior to such receiptproposed distribution. (b) On each day Settlement Date and on which the date any prepayment of the conditions precedent set forth in Advances Outstanding and/or Cash-Collateralization of the LC Obligations is required pursuant to Section 6.2 are not satisfied and on each Settlement Date 1.3 hereof prior to the Facility Termination Date, the Servicer shall remit to the Administrator’s Account apply the amounts set aside during in the preceding Settlement Period Master Collection Accounts that have are not been subject permitted to a Reinvestment and apply such amounts be distributed to the Borrower under Section 2.2(a) (if not previously paid in accordance with Section 2.1) to the Aggregate Unpaids in the order specifiedspecified below: first, ratably to each Lender towards the payment of all accrued and unpaid CP Costs, Yield Interest and Broken Funding Costs (if any) that are then due and owing, owing to such Lender; second, to the extent funds are available therefor after payment of clause first, to the Servicer, the accrued and unpaid Servicing Fee, third, ratably to the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing, fourth, if required under Section 1.3 or Section 1.4 or in order to avoid an Amortization Event or Unmatured Amortization Event under Section 9.1(m) or Section 9.1(q), to the ratable reduction of Aggregate Invested Amount, fifth, if the Asset Coverage Ratio is less than 1.0 and any Letters of Credit are outstanding, an amount necessary to cash collateralize the LC Amount until the amount of cash collateral held in the LC Collateral Account equals an amount necessary to make the Asset Coverage Ratio not less than 1.0, sixth, for the ratable payment of all other unpaid Recourse Obligations, if any, that are then due and owing, and seventh, the balance, if any, to the Seller in payment of the Deferred Purchase Price. (c) Prior to the Facility Termination Date, any Deemed Collections or Collections received by the Servicer in excess of items first through seventh of Section 2.2(b) above shall be paid to the Seller. (d) In the event that a Collection Notice has been delivered pursuant to any Collection Account Agreement, all amounts received in any Collection Account shall at the sole discretion of the Administrator, either (i) be retained in such Collection Account or other account of the Administrator for such day, Settlement Period or part thereof and applied on the Settlement Date in accordance with the terms of this Agreement or (ii) be released to the Seller and applied in accordance with the terms of this Agreement.; ​