Common use of General Settlement Procedures Clause in Contracts

General Settlement Procedures. (a) If at any time the Seller or the Purchaser receives any Collections, unless a Servicer Termination Date shall have occurred (in which case such Collections shall be paid to the Backup Servicer or such other Person as designated by the Purchaser), it shall promptly pay such Collections to the Servicer for deposit into the Collection Account and, at all times prior to such payment, such Collections shall be held in trust for the benefit of the Purchaser. (b) On or before each Determination Date, the Servicer shall calculate the Available Amount, the Scheduled Payments for such Monthly Period and the remaining Scheduled Payments, the Monthly Advances, the Total Servicing Fee, the Yield, the Yield Supplement Amount, the Paydown Amount, the Aggregate Contract Balance, the Contract Balance of each Contract, the Outstanding Purchased Amount, the aggregate Recognized Losses, the Warranty Payments, Administrative Purchase Payments, Defaulted Contract Payments and the Negative Carry Account Target Balance, and any other amounts required to determine the amounts to be deposited in or paid from each of the Collection Account, the UNL Reserve Account and the Negative Carry Account on the related Settlement Date. On or before (but not more than two Business Days before) the Business Day preceding each Settlement Date, the Servicer shall make or cause to be made the following withdrawals, deposits, transfers and distributions in the amounts set forth in the Servicer’s Certificate for such Settlement Date (all in immediately available funds): (i) from the Servicer to the Collection Account, the amount of any unpaid Administrative Purchase Payments and Monthly Advances for the related Monthly Period, (ii) from the Collection Account to NFC, reimbursement for any unreimbursed Excess Recognized Losses pursuant to Section 5.04(b) of the Note Sale Agreement for the related Monthly Period, (iii) from NFC to the Collection Account, the amount of any unpaid Defaulted Contract Payments and the Warranty Payments for the related Monthly Period, (iv) from the UNL Reserve Account to NFC, the amount reimbursable to NFC for the related Monthly Period pursuant to Section 5.04(b) of the Note Sale Agreement, (v) from the Negative Carry Account to the Collection Account, the amount of any Yield Supplement Amount for the related Monthly Period, and (vi) from NFC to the Negative Carry Account, the amount of any Negative Carry Account Shortfall for the related Monthly Period after giving effect to any deposit to the Negative Carry Account pursuant to Section 5.1(c), (vii) from the Negative Carry Account to NFC, the amount of any Negative Carry Account Excess for the related Monthly Period. (c) On each Settlement Date, the Servicer shall apply or cause to be applied the Available Amount for such Settlement Date from amounts on deposit in the Collection Account (after the withdrawals, deposits and transfers specified in Section 5.1(b) have been made), as follows: (i) first, to pay the Total Servicing Fee to the Servicer (including any successor Servicer) with respect to the related Monthly Period, (ii) second, to pay to the Purchaser an amount equal to the Yield for such Settlement Date, (iii) third, to pay to the Purchaser an amount equal to the Paydown Amount for such Settlement Date to be applied to reduce the Outstanding Purchased Amount, (iv) fourth, to reimburse NFC for any Outstanding Monthly Advances; (v) fifth, if a Turbo Event has occurred, the remaining balance, if any, to the Purchaser to be applied to the Outstanding Purchased Amount until the Outstanding Purchased Amount is reduced to zero, (vi) sixth, if no Turbo Event has occurred, the remaining balance, if any, to the UNL Reserve Account, until the aggregate amount deposited in the UNL Reserve Account equals three (3.00) percent of the WFEFI Purchase Price, (vii) seventh, if no Turbo Event has occurred, the remaining balance, if any, to the Negative Carry Account, until the amount then on deposit in the Negative Carry Account equals the then Negative Carry Account Target Balance, and (viii) eighth, if no Turbo Event has occurred, the remaining balance, if any, to the Seller.

General Settlement Procedures. (a) If at on any time day the Outstanding Balance of any Purchased Receivable is (i) reduced as a result of any defective, rejected, returned repossessed or foreclosed merchandise or services or any cash discount, credit memo, rebate, cooperative advertising, chargeback or other adjustment by the Sellers, or (ii) reduced or canceled as a result of a set-off or dispute in respect of any claim by the Obligor thereof against the Seller which originated such Purchased Receivable (whether such claim arises out of the same or a related transaction or an unrelated transaction but excluding adjustments, reductions or cancellations in respect of such Obligor's bankruptcy), the Purchaser receives any Collections, unless a Servicer Termination Date shall have occurred (in which case such Collections relevant Seller shall be paid deemed to have received on such day a Collection of such Purchased Receivable in the Backup Servicer amount of such reduction or cancellation. If such other Person as designated by Seller is not the Purchaser)Servicer, it such Seller shall promptly pay such Collections to the Servicer for deposit into the Collection Account and, at all times on or prior to such payment, such Collections shall be held in trust for the benefit of the Purchasernext Settlement Date all amounts deemed to have been received pursuant to this subsection. (b) On Upon discovery by any Seller or before each Determination Date, the Servicer shall calculate the Available Amount, the Scheduled Payments for such Monthly Period and the remaining Scheduled Payments, the Monthly Advances, the Total Servicing Fee, the Yield, the Yield Supplement Amount, the Paydown Amount, the Aggregate Contract Balance, the Contract Balance Purchaser of each Contract, the Outstanding Purchased Amount, the aggregate Recognized Losses, the Warranty Payments, Administrative Purchase Payments, Defaulted Contract Payments and the Negative Carry Account Target Balance, and a breach of any other amounts required to determine the amounts to be deposited in or paid from each of the Collection Accountrepresentations and warranties made by any Seller in Section 4.01(l) with respect to any Receivable, such party shall give prompt written notice thereof to the UNL Reserve Account Purchaser or such Seller, as the case may be, as soon as practicable and the Negative Carry Account on the related Settlement Datein any event within three Business Days following such discovery. On The Seller which made such representation or before (but warranty shall, upon not more less than two Business Days before) Days' notice from the Business Day preceding each Purchaser or its assignee or designee, repurchase such Receivable on the next succeeding Settlement DateDate for a repurchase price equal to the Outstanding Balance of such Receivable. Each repurchase of a Receivable shall include the Related Security with respect to such Receivable. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Receivable. If the repurchasing Seller is not the Servicer, such Seller shall pay to the Servicer shall make on or cause prior to the next Settlement Date the repurchase price required to be made the following withdrawals, deposits, transfers and distributions in the amounts set forth in the Servicer’s Certificate for such Settlement Date (all in immediately available funds): (i) from the Servicer to the Collection Account, the amount of any unpaid Administrative Purchase Payments and Monthly Advances for the related Monthly Period, (ii) from the Collection Account to NFC, reimbursement for any unreimbursed Excess Recognized Losses paid pursuant to Section 5.04(b) of the Note Sale Agreement for the related Monthly Period, (iii) from NFC to the Collection Account, the amount of any unpaid Defaulted Contract Payments and the Warranty Payments for the related Monthly Period, (iv) from the UNL Reserve Account to NFC, the amount reimbursable to NFC for the related Monthly Period pursuant to Section 5.04(b) of the Note Sale Agreement, (v) from the Negative Carry Account to the Collection Account, the amount of any Yield Supplement Amount for the related Monthly Period, and (vi) from NFC to the Negative Carry Account, the amount of any Negative Carry Account Shortfall for the related Monthly Period after giving effect to any deposit to the Negative Carry Account pursuant to Section 5.1(c), (vii) from the Negative Carry Account to NFC, the amount of any Negative Carry Account Excess for the related Monthly Periodthis subsection. (c) On each Settlement DateExcept as stated in subsection (a) of this Section 2.04 or as otherwise required by law or the underlying Contract, the Servicer all Collections from an Obligor of any Transferred Receivable shall apply or cause to be applied the Available Amount for such Settlement Date from amounts on deposit in the Collection Account (after the withdrawals, deposits and transfers specified in Section 5.1(b) have been made), as follows: (i) first, to pay the Total Servicing Fee to the Servicer (including any successor Servicer) with respect to the related Monthly Period, (ii) second, to pay to the Purchaser an amount equal to the Yield for such Settlement Date, (iii) third, to pay to the Purchaser an amount equal to the Paydown Amount for such Settlement Date to be applied to reduce Transferred Receivables (originated by the Outstanding Purchased Amount, (ivrelevant Seller) fourth, to reimburse NFC for any Outstanding Monthly Advances; (v) fifth, if a Turbo Event has occurred, the remaining balance, if any, to the Purchaser to be applied to the Outstanding Purchased Amount until the Outstanding Purchased Amount is reduced to zero, (vi) sixth, if no Turbo Event has occurred, the remaining balance, if any, to the UNL Reserve Account, until the aggregate amount deposited then outstanding of such Obligor in the UNL Reserve Account equals three (3.00) percent order of the WFEFI Purchase Price, (vii) seventhage of such Transferred Receivables, if no Turbo Event has occurredstarting with the oldest such Transferred Receivable, the remaining balance, if any, unless such Obligor designates its payment for application to the Negative Carry Account, until the amount then on deposit in the Negative Carry Account equals the then Negative Carry Account Target Balance, and (viii) eighth, if no Turbo Event has occurred, the remaining balance, if any, to the Sellerspecific Transferred Receivables.

General Settlement Procedures. (a) If at any time the Seller or the Purchaser receives any Collections, unless a The Servicer Termination Date shall have occurred (in which case such Collections shall be paid remit to the Backup Servicer or such other Person as designated by the Purchaser), it shall promptly pay such Collections to the Servicer for deposit into the Collection Account andall Collections including all Insurance Proceeds, at all times prior to such paymentLiquidation Proceeds, such Collections proceeds from any Dealer Liability, and proceeds from any International Purchase Obligations, within two Business Days after receipt thereof. The Agent shall be held in trust for notify the benefit Servicer of the Purchaser. Yield and Net Swap Amount with respect to any Settlement Period within three (b3) Business Days after the end of such Settlement Period. On or before each Determination Date, with respect to the preceding Monthly Period and the related Settlement Date, the Servicer shall calculate the Total Available Amount, the Scheduled Payments for such Monthly Period and the remaining Scheduled PaymentsCollected Interest, the Monthly AdvancesCollected Principal, the Total Servicing Fee, and, provided that the Yield, Agent has supplied the Servicer with the Yield Supplement Amountand Net Swap Amount for the related Settlement Period, the Paydown Amount, the Aggregate Contract Balance, the Contract Balance of each Contract, the Outstanding Purchased Amount, the aggregate Recognized Losses, the Warranty Payments, Administrative Purchase Payments, Defaulted Contract Payments and the Negative Carry Account Target Balance, and any other amounts required to determine the amounts to be deposited in or paid from each of the Collection Account, the UNL Reserve Account and the Negative Carry Reserve Account on the related next succeeding Settlement Date. If at any time the Seller receives any Collections, the Seller shall promptly pay such Collections to the Servicer and, at all times prior to such payment, such Collections shall be held in trust by the Seller for the exclusive benefit of the Purchasers and the Agent. (b) On or before (but not more than two Business Days before) the Business Day preceding each Settlement Date, the Servicer shall make or cause to be made (including, in the case of clause (ii), by instructing the Securities Intermediary in accordance with Section 2.2 (a)) the following withdrawals, deposits, transfers and distributions in the amounts set forth in the Servicer’s Certificate Monthly Report for such Settlement Date (all in immediately available funds):Date: (i) from the Servicer to the Collection Account, the amount of any unpaid Administrative Purchase Payments and Monthly Advances for the related Monthly Period, (ii) from the Collection Account to NFCthe Servicer, in immediately available funds, reimbursement for any unreimbursed Excess Recognized Losses of Outstanding Monthly Advances pursuant to Section 5.04(b) 6.7, payments of the Note Sale Agreement for the related Monthly Period, (iii) from NFC Liquidation Expenses with respect to the Collection Account, the amount of any unpaid Defaulted Contract Payments and the Warranty Payments for the related Monthly Period, (iv) from the UNL Reserve Account to NFC, the amount reimbursable to NFC for ----------- Receivables which became Liquidating Receivables during the related Monthly Period pursuant to Section 5.04(b) of the Note Sale Agreement,6.3 and any unpaid Liquidation Expenses from ----------- prior periods; (vii) from the Negative Carry Reserve Account to the Collection Account, the lesser of (A) the amount of any cash or other immediately available funds therein on such date and (B) the amount, if any, by which (I) the sum of the Total Servicing Fee with respect to the preceding Monthly Period, the Yield Supplement for such Settlement Period and the Net Swap Amount for the related Monthly Settlement Period, the Facility Fee with respect to the related Settlement Period, and the Principal Distributable Amount for the related Settlement Date, exceeds (II) the Available Amount for such Settlement Date; and (viiii) from NFC to the Negative Carry Servicer shall deposit, out of its own funds, the Net Swap Adjustment Amount into the Collection Account and Reserve Account as follows: (A) into the Collection Account, the amount excess, if any, of any Negative Carry Account Shortfall for the related Monthly Period after giving effect to any deposit to the Negative Carry Account pursuant to Section 5.1(c), (vii) from the Negative Carry Account to NFC, the amount specified in clause (B) of any Negative Carry Account Excess for Section 2.1(b)(ii) over the related Monthly Period------------------ amount specified in clause (A) of Section 2.1(b)(ii) and (B) the remainder, ------------------ if any, into the Reserve Account. (c) On each Settlement Date, the Agent at the request of the Servicer shall apply or cause to be applied the Available Amount for such Settlement Date from amounts on deposit in the Collection Account (after Account, to the withdrawals, deposits and transfers specified in Section 5.1(b) have been made)extent of the Total Available Amount, as follows: (i) first, if the Servicer is not the Seller or an ----- Affiliate of the Seller, to pay the Total Servicing Fee to the Servicer (including any successor Servicer) with respect to the related Monthly Period, (ii) second, to pay to the Purchaser an amount equal to reimbursement of the Yield for such Settlement DateAgent's ------ costs of collection and enforcement of this Agreement, (iii) third, to pay the Agent for distribution to the Purchaser ----- Purchasers an amount equal to the Paydown sum of (A) the sum of the Yield for the related Settlement Period and the Net Swap Amount for the related Settlement Period and (B) the Facility Fee for such Settlement Period, (iv) fourth, if the Servicer is the Seller or an ------ Affiliate of the Seller, to pay the Total Servicing Fee to the Servicer with respect to the related Monthly Period, (v) fifth, to pay to the Agent for distribution to ----- the Purchasers, an amount equal to the Principal Distributable Amount for such Settlement Date to be applied to reduce the Outstanding Purchased Amount, (iv) fourth, to reimburse NFC for any Outstanding Monthly Advances; (v) fifth, if a Turbo Event has occurred, the remaining balance, if any, to Capital of the Purchaser to be applied to the Outstanding Purchased Amount until the Outstanding Purchased Amount is reduced to zeroInterest, (vi) sixth, if no Turbo Event has occurredto pay to the Reserve Account, an amount ----- equal to the remaining balanceexcess, if any, to of the UNL Specified Reserve Account Balance over the amount of funds then on deposit in the Reserve Account, until the aggregate amount deposited in the UNL Reserve Account equals three (3.00) percent of the WFEFI Purchase Price, (vii) seventh, if no Turbo Event has occurred, the remaining balance, if any, for payment of all other Obligations ------- which are payable on or before such Settlement Date to the Negative Carry Account, until Agent or the amount then on deposit in Purchasers and which have not otherwise been paid (other than Warranty Payments owed by NFC or the Negative Carry Account equals the then Negative Carry Account Target BalanceServicer and Optional Purchase Proceeds), and (viii) eighth, if no Turbo Event Servicer has occurredoccurred and is ------ continuing, the remaining balance, if any, to the Seller, unless there is a Servicer Default, at which time the remaining balance shall be used to reduce the Capital and any other Aggregate Unpaids. (d) All payments by or on behalf of an Obligor with respect to a Receivable (excluding Supplemental Servicing Fees) shall be applied (i) first, to reduce Outstanding Monthly Advances, if any, with respect to such ----- Receivable, as described in Section 6.7, (ii) second, to the Scheduled Payment ----------- ------ for such Monthly Period with respect to such Receivable, and (iii) third, the ----- remainder shall constitute, with respect to such Receivable, a Full Prepayment or Partial Prepayment. (e) A Partial Prepayment made on a Receivable is applied to reduce the final Scheduled Payment and will thereafter, to the extent the Partial Prepayment exceeds the final Scheduled Payment, reduce Scheduled Payments in reverse chronological order beginning with the penultimate Scheduled Payment. The Rebate related to such Partial Prepayment will reduce the final Scheduled Payment and will thereafter, to the extent the Rebate exceeds the final Scheduled Payment, reduce Scheduled Payments in reverse chronological order beginning with the penultimate Scheduled Payment.

General Settlement Procedures. (a) If at any time the Seller or the Purchaser receives any Collections, unless a The Servicer Termination Date shall have occurred (in which case such Collections shall be paid remit to the Backup Servicer or such other Person as designated by the Purchaser), it shall promptly pay such Collections to the Servicer for deposit into the Collection Account andall Collections, at including all times prior to such paymentInsurance Proceeds, such Collections shall be held in trust for the benefit of the Purchaser. (b) all Liquidation Proceeds, proceeds from any Dealer Liability, and proceeds from any NITC Purchase Obligations, within two Business Days after receipt thereof. On or before each Determination Date, with respect to the preceding Monthly Period and the related Settlement Date, the Servicer shall calculate the Total Available Amount, the Scheduled Payments for such Monthly Period and the remaining Scheduled PaymentsCollected Interest, the Monthly AdvancesCollected Principal, the Total Servicing Fee, the Yield, amount of Collected Interest previously applied to the payment of Yield Supplement Amount, pursuant to Section 4.2 and (if the Paydown Amount, Agent has provided the Aggregate Contract Balance, the Contract Balance of each Contract, the Outstanding Purchased Amount, the aggregate Recognized Losses, the Warranty Payments, Administrative Purchase Payments, Defaulted Contract Payments and the Negative Carry Account Target Balance, and any information specified in Section 3.3) all other amounts required to determine the amounts to be deposited in or paid from each of the Collection Account, the UNL Reserve Account Account, and the Negative Carry Hedge Account on the related next succeeding Settlement Date. If at any time the Seller receives any Collections, the Seller shall promptly pay such Collections to the Servicer and, at all times prior to such payment, such Collections shall be held in trust by the Seller for the exclusive benefit of the Purchasers and the Agent. (a) On or before (but not more than two Business Days before) the Business Day day preceding each Settlement Date, the Servicer shall instruct the Securities Intermediary (as defined in Section 2.7) to make or cause to be made the following withdrawals, deposits, transfers and distributions in the amounts set forth in the Servicer’s Certificate Monthly Report for such Settlement Date Date: (all in immediately available funds): b) (i) from the Servicer to the Collection Account, the amount of any unpaid Administrative Purchase Payments and Monthly Advances for the related Monthly Period, (ii) from the Collection Account to NFCthe Servicer, in immediately available funds, reimbursement for any unreimbursed Excess Recognized Losses of Outstanding Monthly Advances pursuant to Section 5.04(b) 8.7, payments of the Note Sale Agreement for the related Monthly Period, (iii) from NFC Liquidation Expenses with respect to the Collection Account, the amount of any unpaid Defaulted Contract Payments and the Warranty Payments for the related Monthly Period, (iv) from the UNL Reserve Account to NFC, the amount reimbursable to NFC for Receivables which became Liquidating Receivables during the related Monthly Period pursuant to Section 5.04(b) of the Note Sale Agreement,8.3 and any unpaid Liquidation Expenses from prior periods; and (vi) from the Negative Carry Reserve Account to the Collection Account, the lesser of (A) the amount of any Yield Supplement Amount for cash or other immediately available funds therein on the related day preceding such Settlement Date and (B) the amount, if any, by which (I) the sum of the Basic Servicing Fee with respect to the preceding Monthly Period, and the unpaid Yield accrued during such Monthly Period in respect of all Tranches outstanding during such Monthly Period, the Allocated CP Costs accrued during such Monthly Period, the Facility Fee with respect to such Monthly Period, and the Principal Distributable Amount for such Settlement Date, exceeds (viII) from NFC the Available Amount for such Settlement Date (less any amounts thereof previously applied to the Negative Carry Account, the amount payment of any Negative Carry Account Shortfall for the related Monthly Period after giving effect to any deposit to the Negative Carry Account Yield pursuant to Section 5.1(c4.2),. ----------- (vii) from the Negative Carry Account to NFC, the amount of any Negative Carry Account Excess for the related Monthly Period. (ca) On each Settlement Date, the Agent at the request of the Servicer shall apply or cause to be applied the Available Amount for such Settlement Date from amounts on deposit in the Collection Account (after the withdrawals, deposits and transfers specified in Section 5.1(b) have been made)Account, as follows: : (b) (i) first, to the extent of the Total Available Amount, to pay the Total Replacement Servicing Fee to the Servicer (including any successor Servicer) if the Servicer is not the Seller or an Affiliate of the Seller), with respect to the related Monthly Period, (i) second, to the reimbursement of the Agent's costs of collection and enforcement of this Agreement, (i) third, to the extent of the Total Available Amount (less any amounts applied as described in clauses (i) and (ii) secondabove), to pay the Agent (for the benefit of the Purchasers) in accordance with the terms of Section 4.2, an amount equal to the accrued and unpaid Yield, Allocated CP Costs for each Purchaser Interest and Facility Fee with respect to the related Monthly Period in respect of all Purchaser Interests outstanding during such Monthly Period, (i) fourth, to the extent of the Total Available Amount (less any amounts thereof previously applied to the payment of Yield pursuant to Section 4.2 and the applications described in clauses (c)(i) through (iii) above), to pay to the Purchaser Servicer the Total Servicing Fee (if the Servicer is the Seller or an Affiliate of the Seller), with respect to the related Monthly Period, (i) fifth, to the extent of the Total Available Amount (less any amounts thereof previously applied to the payment of Yield pursuant to Section 4.2 and the applications described in clauses (c)(i) through (iv) above), to pay to the Agent for distribution to the Purchasers, an amount equal to the Yield for such Settlement Date, (iii) third, to pay to the Purchaser an amount equal to the Paydown Principal Distributable Amount for such Settlement Date to be applied to reduce the Outstanding Purchased Capital of the Purchaser Interests in the priority described in Section 3.4, (i) sixth, to the extent of the Total Available Amount (less any amounts thereof previously applied to the payment of Yield pursuant to Section 4.2 and the applications described in clauses (c)(i) through (v) above) to pay to the Hedge Account, an amount equal to the Hedge Distributable Amount, (ivi) fourthseventh, to reimburse NFC for the extent of the Total Available Amount (less any Outstanding Monthly Advances; amounts thereof previously applied to the payment of Yield pursuant to Section 4.2, and the applications described in clauses (vc)(i) fifththrough (vi) above), if a Turbo Event has occurredto pay to the Reserve Account, an amount equal to the remaining balanceexcess, if any, to of the Purchaser to be applied to the Outstanding Purchased Amount until the Outstanding Purchased Amount is reduced to zero, (vi) sixth, if no Turbo Event has occurred, the remaining balance, if any, to the UNL Reserve Account, until the aggregate amount deposited in the UNL Specified Reserve Account equals three (3.00) percent of the WFEFI Purchase Price, (vii) seventh, if no Turbo Event has occurred, the remaining balance, if any, to the Negative Carry Account, until Balance over the amount of funds then on deposit in the Negative Carry Account equals Reserve Account. (i) eighth, to the then Negative Carry Account Target Balanceextent of the Total Available Amount (less any amounts thereof previously applied to the payment of Yield pursuant to Section 4.2, andand the applications described in clauses (c)(i) through (vii) above), for payment of all other Obligations which are payable on or before such Settlement Date to the Agent or the Purchasers and which have not otherwise been paid (except for Warranty Payments and Optional Purchase Proceeds), (i) ninth, to the extent of the Total Available Amount (less any amounts thereof previously applied to the payment of Yield pursuant to Section 4.2, and the applications described in clauses (c)(i) through (viii) eighth, if no Turbo Event has occurredabove), the remaining balance, if any, to the Seller, unless there is a Servicer Default, at which time the remaining balance shall be used to reduce the Capital and any other Aggregate Unpaids. (a) All payments by or on behalf of an Obligor with respect to a Receivable (excluding Supplemental Servicing Fees) shall be applied (i) first to reduce Outstanding Monthly Advances, if any, with respect to such Receivable, as described in Section 8.7, (ii) second, to the Scheduled Payment for such Monthly Period with respect to such Receivable, and (iii) third, the remainder shall constitute, with respect to such Receivable, a Full Prepayment or Partial Prepayment. (b) (c) A Partial Prepayment made on a Receivable is applied to reduce the final Scheduled Payment and will thereafter, to the extent the Partial Prepayment exceeds the final Scheduled Payment, reduce Scheduled Payments in reverse chronological order beginning with the penultimate Scheduled Payment. The Rebate related to such Partial Prepayment will reduce the final Scheduled Payment and will thereafter, to the extent the Rebate exceeds the final Scheduled Payment, reduce Scheduled Payments in reverse chronological order beginning with the penultimate Scheduled Payment.

General Settlement Procedures. (a) If at any time the Seller or the Purchaser receives any Collections, unless a The Servicer Termination Date shall have occurred (in which case such Collections shall be paid remit to the Backup Servicer or such other Person as designated by the Purchaser), it shall promptly pay such Collections to the Servicer for deposit into the Collection Account andall Collections including all Insurance Proceeds, at all times prior to such paymentLiquidation Proceeds, such Collections proceeds from any Dealer Liability, and proceeds from any International Purchase Obligations, within two Business Days after receipt thereof. The Agent shall be held in trust for notify the benefit Servicer of the Purchaser. Yield and Net Swap Amount with respect to any Settlement Period within three (b3) Business Days after the end of such Settlement Period. On or before each Determination Date, with respect to the preceding Monthly Period and the related Settlement Date, the Servicer shall calculate the Total Available Amount, the Scheduled Payments for such Monthly Period and the remaining Scheduled PaymentsCollected Interest, the Monthly AdvancesCollected Principal, the Total Servicing Fee, and, provided that the Yield, Agent has supplied the Servicer with the Yield Supplement Amountand Net Swap Amount for the related Settlement Period, the Paydown Amount, the Aggregate Contract Balance, the Contract Balance of each Contract, the Outstanding Purchased Amount, the aggregate Recognized Losses, the Warranty Payments, Administrative Purchase Payments, Defaulted Contract Payments and the Negative Carry Account Target Balance, and any other amounts required to determine the amounts to be deposited in or paid from each of the Collection Account, the UNL Reserve Account and the Negative Carry Reserve Account on the related next succeeding Settlement Date. If at any time the Seller receives any Collections, the Seller shall promptly pay such Collections to the Servicer and, at all times prior to such payment, such Collections shall be held in trust by the Seller for the exclusive benefit of the Purchasers and the Agent. (b) On or before (but not more than two Business Days before) the Business Day preceding each Settlement Date, the Servicer shall make or cause to be made (including, in the case of clause (ii), by instructing the Securities Intermediary in accordance with Section 2.2 (a)) the following withdrawals, deposits, transfers and distributions in the amounts set forth in the Servicer’s Certificate Monthly Report for such Settlement Date (all in immediately available funds):Date: (i) from the Servicer to the Collection Account, the amount of any unpaid Administrative Purchase Payments and Monthly Advances for the related Monthly Period, (ii) from the Collection Account to NFCthe Servicer, in immediately available funds, reimbursement for any unreimbursed Excess Recognized Losses of Outstanding Monthly Advances pursuant to Section 5.04(b) 6.7, payments of the Note Sale Agreement for the related Monthly Period, (iii) from NFC Liquidation Expenses with respect to the Collection Account, the amount of any unpaid Defaulted Contract Payments and the Warranty Payments for the related Monthly Period, (iv) from the UNL Reserve Account to NFC, the amount reimbursable to NFC for Receivables which became Liquidating Receivables during the related Monthly Period pursuant to Section 5.04(b) of the Note Sale Agreement,6.3 and any unpaid Liquidation Expenses from prior periods; (vii) from the Negative Carry Reserve Account to the Collection Account, the lesser of (A) the amount of any cash or other immediately available funds therein on such date and (B) the amount, if any, by which (I) the sum of the Total Servicing Fee with respect to the preceding Monthly Period, the Yield Supplement for such Settlement Period and the Net Swap Amount for the related Monthly Settlement Period, the Facility Fee with respect to the related Settlement Period, and the Principal Distributable Amount for the related Settlement Date, exceeds (II) the Available Amount for such Settlement Date; and (viiii) from NFC to the Negative Carry Servicer shall deposit, out of its own funds, the Net Swap Adjustment Amount into the Collection Account and Reserve Account as follows: (A) into the Collection Account, the amount excess, if any, of any Negative Carry Account Shortfall for the related Monthly Period after giving effect to any deposit to the Negative Carry Account pursuant to Section 5.1(c), (vii) from the Negative Carry Account to NFC, the amount specified in clause (B) of any Negative Carry Account Excess for Section 2.1(b)(ii) over the related Monthly Periodamount specified in clause (A) of Section 2.1(b)(ii) and (B) the remainder, if any, into the Reserve Account. (c) On each Settlement Date, the Agent at the request of the Servicer shall apply or cause to be applied the Available Amount for such Settlement Date from amounts on deposit in the Collection Account (after Account, to the withdrawals, deposits and transfers specified in Section 5.1(b) have been made)extent of the Total Available Amount, as follows: (i) first, if the Servicer is not the Seller or an Affiliate of the Seller, to pay the Total Servicing Fee to the Servicer (including any successor Servicer) with respect to the related Monthly Period, (ii) second, to pay to the Purchaser an amount equal to reimbursement of the Yield for such Settlement DateAgent's costs of collection and enforcement of this Agreement, (iii) third, to pay the Agent for distribution to the Purchaser Purchasers an amount equal to the Paydown sum of (A) the sum of the Yield for the related Settlement Period and the Net Swap Amount for the related Settlement Period and (B) the Facility Fee for such Settlement Date to be applied to reduce the Outstanding Purchased Amount, Period, (iv) fourth, to reimburse NFC for any Outstanding Monthly Advances; (v) fifth, if a Turbo Event has occurred, the remaining balance, if anyServicer is the Seller or an Affiliate of the Seller, to pay the Purchaser to be applied Total Servicing Fee to the Outstanding Purchased Amount until the Outstanding Purchased Amount is reduced to zero, (vi) sixth, if no Turbo Event has occurred, the remaining balance, if any, Servicer with respect to the UNL Reserve Account, until the aggregate amount deposited in the UNL Reserve Account equals three (3.00) percent of the WFEFI Purchase Pricerelated Monthly Period, (vii) seventh, if no Turbo Event has occurred, the remaining balance, if any, to the Negative Carry Account, until the amount then on deposit in the Negative Carry Account equals the then Negative Carry Account Target Balance, and (viii) eighth, if no Turbo Event has occurred, the remaining balance, if any, to the Seller.

General Settlement Procedures. (a) If at any time the Seller or the Purchaser receives any Collections, unless a The Servicer Termination Date shall have occurred (in which case such Collections shall be paid remit to the Backup Servicer or such other Person as designated by the Purchaser), it shall promptly pay such Collections to the Servicer for deposit into the Collection Account andall Collections including all Insurance Proceeds, at all times prior to such paymentLiquidation Proceeds, such Collections proceeds from any Dealer Liability, and proceeds from any International Purchase Obligations, within two Business Days after receipt thereof. The Agent shall be held in trust for notify the benefit Servicer of the Purchaser. Yield and Net Swap Amount with respect to any Settlement Period within three (b3) Business Days after the end of such Settlement Period. On or before each Determination Date, with respect to the preceding Monthly Period and the related Settlement Date, the Servicer shall calculate the Total Available Amount, the Scheduled Payments for such Monthly Period and the remaining Scheduled PaymentsCollected Interest, the Monthly AdvancesCollected Principal, the Total Servicing Fee, and, provided that the Yield, Agent has supplied the Servicer with the Yield Supplement Amountand Net Swap Amount for the related Settlement Period, the Paydown Amount, the Aggregate Contract Balance, the Contract Balance of each Contract, the Outstanding Purchased Amount, the aggregate Recognized Losses, the Warranty Payments, Administrative Purchase Payments, Defaulted Contract Payments and the Negative Carry Account Target Balance, and any other amounts required to determine the amounts to be deposited in or paid from each of the Collection Account, the UNL Reserve Account and the Negative Carry Reserve Account on the related next succeeding Settlement Date. If at any time the Seller receives any Collections, the Seller shall promptly pay such Collections to the Servicer and, at all times prior to such payment, such Collections shall be held in trust by the Seller for the exclusive benefit of the Purchasers and the Agent. (b) On or before (but not more than two Business Days before) the Business Day preceding each Settlement Date, the Servicer shall make or cause to be made (including, in the case of clause (ii), by instructing the Securities Intermediary in accordance with Section 2.2 (a)) the following withdrawals, deposits, transfers and distributions in the amounts set forth in the Servicer’s Certificate Monthly Report for such Settlement Date (all in immediately available funds):Date: (i) from the Servicer to the Collection Account, the amount of any unpaid Administrative Purchase Payments and Monthly Advances for the related Monthly Period, (ii) from the Collection Account to NFCthe Servicer, in immediately available funds, reimbursement for any unreimbursed Excess Recognized Losses of Outstanding Monthly Advances pursuant to Section 5.04(b) 6.7, payments of the Note Sale Agreement for the related Monthly Period, (iii) from NFC Liquidation Expenses with respect to the Collection Account, the amount of any unpaid Defaulted Contract Payments and the Warranty Payments for the related Monthly Period, (iv) from the UNL Reserve Account to NFC, the amount reimbursable to NFC for Receivables which became Liquidating Receivables during the related Monthly Period pursuant to Section 5.04(b) of the Note Sale Agreement,6.3 and any unpaid Liquidation Expenses from prior periods; (vii) from the Negative Carry Reserve Account to the Collection Account, the lesser of (A) the amount of any cash or other immediately available funds therein on such date and (B) the amount, if any, by which (I) the sum of the Total Servicing Fee with respect to the preceding Monthly Period, the Yield Supplement for such Settlement Period and the Net Swap Amount for the related Monthly Settlement Period, the Facility Fee with respect to the related Settlement Period, and the Principal Distributable Amount for the related Settlement Date, exceeds (II) the Available Amount for such Settlement Date; and (viiii) from NFC to the Negative Carry Servicer shall deposit, out of its own funds, the Net Swap Adjustment Amount into the Collection Account and Reserve Account as follows: (A) into the Collection Account, the amount excess, if any, of any Negative Carry Account Shortfall for the related Monthly Period after giving effect to any deposit to the Negative Carry Account pursuant to Section 5.1(c), (vii) from the Negative Carry Account to NFC, the amount specified in clause (B) of any Negative Carry Account Excess for Section 2.1(b)(ii) over the related Monthly Periodamount specified in clause (A) of Section 2.1(b)(ii) and (B) the remainder, if any, into the Reserve Account. (c) On each Settlement Date, the Agent at the request of the Servicer shall apply or cause to be applied the Available Amount for such Settlement Date from amounts on deposit in the Collection Account (after Account, to the withdrawals, deposits and transfers specified in Section 5.1(b) have been made)extent of the Total Available Amount, as follows: (i) first, if the Servicer is not the Seller or an Affiliate of the Seller, to pay the Total Servicing Fee to the Servicer (including any successor Servicer) with respect to the related Monthly Period, (ii) second, to pay to the Purchaser an amount equal to reimbursement of the Yield for such Settlement DateAgent’s costs of collection and enforcement of this Agreement, (iii) third, to pay the Agent for distribution to the Purchaser Purchasers an amount equal to the Paydown sum of (A) the sum of the Yield for the related Settlement Period and the Net Swap Amount for the related Settlement Period and (B) the Facility Fee for such Settlement Period, (iv) fourth, if the Servicer is the Seller or an Affiliate of the Seller, to pay the Total Servicing Fee to the Servicer with respect to the related Monthly Period, (v) fifth, to pay to the Agent for distribution to the Purchasers, an amount equal to the Principal Distributable Amount for such Settlement Date to be applied to reduce the Outstanding Purchased Amount, (iv) fourth, to reimburse NFC for any Outstanding Monthly Advances; (v) fifth, if a Turbo Event has occurred, the remaining balance, if any, to Capital of the Purchaser to be applied to the Outstanding Purchased Amount until the Outstanding Purchased Amount is reduced to zeroInterest, (vi) sixth, if no Turbo Event has occurredto pay to the Reserve Account, an amount equal to the remaining balanceexcess, if any, to of the UNL Specified Reserve Account Balance over the amount of funds then on deposit in the Reserve Account, until the aggregate amount deposited in the UNL Reserve Account equals three (3.00) percent of the WFEFI Purchase Price, (vii) seventh, if no Turbo Event has occurred, the remaining balance, if any, for payment of all other Obligations which are payable on or before such Settlement Date to the Negative Carry Account, until Agent or the amount then on deposit in Purchasers and which have not otherwise been paid (other than Warranty Payments owed by NFC or the Negative Carry Account equals the then Negative Carry Account Target BalanceServicer and Optional Purchase Proceeds), and (viii) eighth, if no Turbo Event Servicer Default has occurredoccurred and is continuing, the remaining balance, if any, to the Seller, unless there is a Servicer Default, at which time the remaining balance shall be used to reduce the Capital and any other Aggregate Unpaids. (d) All payments by or on behalf of an Obligor with respect to a Receivable (excluding Supplemental Servicing Fees) shall be applied (i) first, to reduce Outstanding Monthly Advances, if any, with respect to such Receivable, as described in Section 6.7, (ii) second, to the Scheduled Payment for such Monthly Period with respect to such Receivable, and (iii) third, the remainder shall constitute, with respect to such Receivable, a Full Prepayment or Partial Prepayment. (e) A Partial Prepayment made on a Receivable is applied to reduce the final Scheduled Payment and will thereafter, to the extent the Partial Prepayment exceeds the final Scheduled Payment, reduce Scheduled Payments in reverse chronological order beginning with the penultimate Scheduled Payment. The Rebate related to such Partial Prepayment will reduce the final Scheduled Payment and will thereafter, to the extent the Rebate exceeds the final Scheduled Payment, reduce Scheduled Payments in reverse chronological order beginning with the penultimate Scheduled Payment.